1. Acceptance of the Terms of Sale

Based Hardware, Inc., a Delaware corporation ("Company", "Omi", "we", "us", or "our"), provides these Terms of Sale (these "Terms") to govern your purchase of Omi hardware devices and accessories (the "Products") and any optional paid subscriptions you initiate ("Subscriptions", and together with Products and fulfillment activities, the "Sales"). These Terms of Sale are incorporated by reference into, and supplement, our Terms of Use and Privacy Policy. If these Terms of Sale conflict with the Terms of Use as to orders, pricing, payment, shipping, returns, warranty, or Subscriptions, these Terms of Sale control. Capitalized terms not defined here have the meanings given in the Terms of Use and Privacy Policy.

By clicking an "I agree" button or its equivalent, placing an order, or starting a Subscription, you accept these Terms of Sale.

2. Definitions

"Account" means your registered user account with Omi for accessing our online services and managing your purchases and Subscriptions.

"App" means the Omi application that must be downloaded in order to open an Account and use the Product.

"Website" means https://omi.me and any subdomains operated by the Company.

3. Ordering; Acceptance; Cancellation

3.1 Offer and acceptance. Your order constitutes an offer to purchase under these Terms of Sale. We may accept or reject any order in our discretion (including after an automated confirmation) until we ship or otherwise fulfill it. A contract for the sale of Products is formed when we send a shipment confirmation or otherwise fulfill the order.

3.2 Quantity limits; non-resale. We may limit or refuse orders that, in our judgment, appear to be placed by resellers, distributors, or for resale or export. Purchases are for personal or household use unless we agree otherwise in writing. Bulk and business orders require prior written approval and are subject to separate terms.

3.3 Fraud and compliance screening. We may cancel any order (with prompt refund of amounts charged) due to suspected fraud, pricing or system error, inability to verify payment or shipping, regulatory or export restrictions, or unavailability.

3.4 Pre-orders. Ship dates for pre-orders are estimates and may change. You may cancel any pre-order at any time before shipment for a full refund. Once a pre-order ships, the standard return policy in Section 6 applies.

3.5 Address accuracy and changes. You are responsible for providing a complete and accurate shipping address and contact details. We may be unable to modify an order after submission. If a shipment is undeliverable due to an incorrect address, refusal, or failure to collect, we may cancel and refund less original shipping, return freight, customs, and any duties paid by Omi on your behalf.

4. Prices; Taxes; Payment

4.1 Prices and changes. All prices, discounts, and promotions posted on the Website are subject to change. The price displayed at checkout is the binding price for that purchase.

4.2 Taxes, duties, and fees. Except as expressly stated otherwise, prices are exclusive of shipping and handling and all sales, use, value-added (including IVA, VAT, and GST), excise, customs, import/export duties, and similar taxes, levies, or fees (collectively, "Taxes"). Applicable amounts will be calculated and disclosed at checkout where possible. You are responsible for all Taxes assessed on your purchase, other than Taxes based on our net income.

4.3 Errors and corrections. We reserve the right to correct any typographical, clerical, or system error, including with respect to price or availability. If a correction materially affects an accepted order, we will notify you and you may cancel for a full refund. If we cannot reach you or the correction cannot be honored, we may cancel the order and refund all amounts paid as your sole and exclusive remedy.

4.4 Payment authorization. You authorize us and our third-party payment processors to charge the payment method you select for the total due at checkout. You represent and warrant that you are duly authorized to use that payment method and that all payment information provided is true, accurate, and complete.

4.5 Authorizations, failures, and chargebacks. We may place a pre-authorization hold prior to capture. If a payment attempt is declined, fails, or is later reversed or charged back, we may (a) retry the charge, (b) prompt you to update your payment method, or (c) suspend or terminate any related shipments and Subscriptions until all amounts are paid. You remain responsible for the purchase price and any third-party fees associated with a chargeback.

4.6 Currency and fees. Unless expressly stated otherwise at checkout, all amounts are denominated and payable in U.S. dollars. If your card issuer or bank applies currency conversion or other fees, you are solely responsible for those charges.

5. Shipping; Delivery; Title and Risk of Loss

5.1 Order processing. Orders are typically processed within one to four (1–4) business days after payment is confirmed, under normal conditions. Processing times may be longer during high-volume periods, holidays, promotional events, new product launches, pre-order fulfillment cycles, or where additional fraud, payment, or compliance verification is required. Processing times are estimates only and are not guaranteed.

5.2 Methods and charges. We ship to the address you provide using the carrier and service levels presented at checkout. You agree to pay the shipping and handling charges displayed at checkout. Promotional "free shipping" applies only where expressly stated and may be subject to order-value, geography, or other limitations. Shipping and handling charges are non-refundable except where the return is due to our error or a validated warranty claim.

5.3 Delivery estimates. Estimated delivery windows are displayed at checkout based on your shipping destination and the carrier service you select. These windows reflect carrier transit time only and do not include the order processing time described in Section 5.1. Delivery estimates are not guarantees. Actual delivery times may vary based on warehouse location, carrier capacity, customs clearance, weather, remote-area routing, local holidays, and other factors. Once we tender a shipment to the carrier, delays caused by the carrier, customs authorities, or other events beyond our reasonable control are not our responsibility, and are not grounds for cancellation, refund, or compensation.

5.4 Title and risk of loss. Title to, and risk of loss for, Products pass to you upon delivery to the ship-to address provided at checkout. Replacement units shipped under warranty follow the same rule.

5.5 Delivery issues. If carrier tracking reflects "delivered" but you did not receive the package, you must notify help@omi.me within three (3) days of the stated delivery date so that we can assist in initiating a carrier investigation. After this period, we may be unable to assist. Signature confirmation may be required at our discretion for high-value or replacement orders. Risk of theft or loss after delivery, including "porch piracy," rests with you.

5.6 Shipping restrictions. We may decline to ship to P.O. boxes, freight forwarders, certain territories, or embargoed or sanctioned destinations, and may cancel any order we cannot lawfully fulfill. See Section 11 (Goods Not for Resale; Export Compliance).

5.7 International shipments; duties and brokerage. Unless you have selected a Duties and Taxes Prepaid (DDP) option at checkout, you are responsible for all import duties, VAT, GST, IVA, customs clearance fees, and carrier brokerage charges. Where a DDP option is selected, Omi pays the import duties and taxes calculated at the time of checkout based on standard customs classifications and rates available to us. However, customs authorities and carriers operate independently of Omi, and in some cases may reassess, reclassify, or apply additional charges, fees, or taxes on delivery that were not included in the prepaid amount. Omi cannot prevent, predict, or control such reassessments, and any additional charges imposed by customs or the carrier after the shipment has been tendered remain the customer's responsibility. If you refuse to pay duties or refuse delivery (including under a DDP option where additional charges apply), the shipment may be returned to us or abandoned by the carrier. We may deduct any associated costs (including return freight, customs, duties paid by Omi, storage, and abandonment fees) from any refund, and original shipping and handling charges remain non-refundable.

5.8 Surcharges and redelivery. If additional carrier surcharges apply for oversized or heavy items, remote-area delivery, weekend or holiday delivery, address corrections, or signature services, you agree to pay such pass-through charges. If a shipment is undeliverable, refused, or requires redelivery due to an incorrect or incomplete address, we may charge return shipping, redelivery, storage, or reship fees. Original shipping and handling are not refundable in such cases.

6. Returns and Refunds

6.1 Eligibility and return initiation. Subject to this Section 6, Products and unopened accessories purchased directly from Omi may be eligible for return. To initiate a return, you must contact help@omi.me within five (5) days of the carrier-confirmed delivery date and provide: (i) your order number and valid proof of purchase, (ii) the reason for the return, and (iii) clear photos or video of the Product and its packaging in its current condition. Return requests submitted after the five-day window will not be considered. Return requests are reviewed and approved at Omi's discretion on a case-by-case basis and are not guaranteed, even where the conditions above are met. Purchases made from third-party sellers, resellers, distributors, or unauthorized marketplaces are not eligible for return through Omi.

6.2 RMA and return process. If your return request is approved, Omi will issue a written Return Merchandise Authorization ("RMA") and instructions, including the return address, required packaging, and the deadline by which the Product must be tendered to the carrier. You must follow these instructions exactly. Returns shipped without a valid RMA, to an address other than the one specified, or after the deadline provided in the RMA may be refused, and no refund will be issued. If a return is refused or rejected upon inspection, Omi may return the Product to you provided you cover the return shipping cost in advance through a link arranged by Omi.

6.3 Condition review; deductions; restocking. Returned items are subject to inspection upon receipt. Missing parts, wear, damage, engraving or other personalization, non-original or damaged packaging, signs of misuse, moisture intrusion, tampering, or firmware modification (including jailbreaking, rooting, custom firmware, or similar) may result in either (a) denial of the return, or (b) a deduction from the refund for reasonable restocking or refurbishment costs, to the extent permitted by applicable law. If a bundle or promotional discount was applied, refunds will be prorated to reflect the value of any items kept. The condition of the Product on receipt may differ from what was shown in the photos or video submitted at the initiation step; Omi's inspection findings are final.

6.4 Return shipping; risk; non-refundable charges. Unless the return is due to our error or a validated warranty issue under Section 8, you are responsible for return shipping and any associated duties, taxes, brokerage, and insurance. You must use a trackable, insured method and retain proof of delivery; risk of loss remains with you until the return is received at our designated location. Original shipping and handling charges are non-refundable. If we provide a prepaid label at your request, the cost of the label may be deducted from your refund.

6.5 Data and account removal. Before returning any Product, you must (a) back up and permanently delete your content, (b) sign out of your Account, and (c) perform any factory reset described in our documentation. We are not responsible for the loss, recovery, or confidentiality of data stored on returned devices.

6.6 Refund method and timing. Approved refunds will be issued to the original payment method only (no cash or alternate accounts) within five (5) to ten (10) business days after our receipt and inspection of the returned Product. Your bank or card issuer may require additional time to post the credit. Where payment was split across methods, refunds will be issued proportionally where practicable.

6.7 Non-returnable items. Final-sale items, consumables, opened accessories, damaged items not covered by warranty, gift cards, and promotional or bonus items not returned with the qualifying purchase are not eligible for return. For defective Products, see Section 8 (Limited Warranty).

6.8 Incorrect, damaged on arrival, or defective items. If an item arrives incorrect, visibly damaged, or non-functional, you must contact help@omi.me within fifteen (15) days of the carrier-confirmed delivery date and provide: (i) your order number, (ii) a description of the issue, and (iii) clear photos or video showing the defect, damage, or incorrect item, along with the original packaging where relevant. Claims submitted after the fifteen-day window will not be considered under this Section and will instead be handled, if eligible, under the Limited Warranty in Section 8. Once a claim is submitted, Omi will review the evidence and may request additional information, troubleshooting steps, or remote diagnostics before approving a remedy. If the claim is approved, Omi will provide next steps, which may include replacement, parts shipment, or return at our expense, along with an RMA and instructions to be followed exactly. We reserve the right to refuse any remedy if we determine, after reasonable diagnostics or inspection, that the issue was caused by improper use, unauthorized modification, accidental damage, or did not occur during shipment.

6.9 Undeliverable, refused, or abandoned shipments. If a shipment is refused, undeliverable, or abandoned by the recipient, we may deduct return freight, storage, customs, duties paid by Omi, and handling charges from any refund. Original shipping and handling are not refundable in such cases.

6.10 International returns. For cross-border returns, all import and export formalities, duties, VAT, GST, IVA, and brokerage are your responsibility unless we expressly state otherwise in writing. We may reject returns that do not comply with applicable customs requirements or that are shipped without correct documentation.

7. Subscriptions; Auto-Renewal; Cancellation; Refunds

7.1 Optional. This Section applies only if you have ordered a Subscription. Subscriptions may unlock additional features and services in the App.

7.2 Auto-renewal disclosure; continuing authorization. Subscriptions automatically renew for successive terms (for example, monthly or annually) at the then-current rate until you cancel. By starting a Subscription, you expressly authorize recurring charges to your selected payment method until cancellation. At sign-up we will disclose the renewal term, price, frequency of charges, and how to cancel, and we will send a post-purchase acknowledgment containing this information.

7.3 Price or feature changes; renewal notices. We may change Subscription pricing, features, or term lengths prospectively. Where required by applicable automatic-renewal or negative-option laws, we will provide advance notice of the change and instructions for canceling before the renewal takes effect. If you do not agree to the change, you must cancel before the end of the then-current term.

7.4 Cancellation. You may cancel at any time, effective at the end of your then-current billing period, through the subscriptions section of your Account or by emailing help@omi.me from the email address associated with your Account. Where required by law, we provide simple online cancellation without additional steps. If you purchased a Subscription through a third-party app store (for example, the Apple App Store or Google Play), you must cancel through that platform's account settings.

7.5 Trials and introductory offers. If you receive a free or discounted trial, the Subscription will convert to a paid plan at the disclosed rate at the end of the trial unless you cancel beforehand. Where required by law, we will send a reminder before the first non-trial charge.

7.6 Refunds. Except where required by law or expressly stated at the time of offer, Subscription fees are non-refundable, and no credits are issued for partial billing periods, unused services, or downgrades during a billing period. Cancellation halts future renewals only.

7.7 Products and Subscriptions interaction. Canceling a Subscription does not initiate a Product return, and returning a Product does not cancel a Subscription. Each process must be completed separately.

7.8 Payment failures and suspension. If a payment attempt is declined or later reversed or charged back, we may (a) retry the charge, (b) prompt you to update your payment method, or (c) suspend or terminate the Subscription for non-payment. You remain responsible for any amounts due and any third-party fees associated with a chargeback.

8. Limited Warranty

8.1 Coverage. Subject to the terms below, we warrant to the original purchaser that the Products will be free from defects in materials and workmanship under normal use for one (1) year from delivery (the "Warranty Period"). This limited warranty applies only to devices purchased directly from us or from our authorized sales channels and accompanied by valid proof of purchase. It is not transferable.

8.2 Remedies. If a covered defect arises during the Warranty Period, we will, at our option, repair the device, replace it with a new or refurbished device of equal or better functionality, or refund the purchase price if repair or replacement is not commercially reasonable. Replacement devices or parts may be new, refurbished, or functionally equivalent. Any repaired or replaced device is warranted for the longer of (a) the remainder of the original Warranty Period or (b) ninety (90) days from repair or replacement. Devices or parts replaced become our property.

8.3 Exclusions. This limited warranty does not cover: (a) cosmetic wear, including scratches, dents, and normal aging; (b) damage or failure resulting from accident, abuse, misuse, liquid exposure, exposure to extreme temperatures or contaminants, neglect, improper storage, or use contrary to documentation; (c) damage caused by unauthorized modifications, repair attempts, or opening of the device; (d) damage caused by use of the Product with non-approved accessories, power supplies, or cables (the use of non-genuine parts will not by itself void the warranty, but the warranty will not cover damage caused by such parts); (e) consumables and normal battery depletion; (f) software, services, or any loss, corruption, or exposure of data; or (g) devices with altered, defaced, or removed serial numbers, or purchased from unauthorized resellers, auctions, or peer-to-peer marketplaces.

8.4 Process and shipping. To obtain warranty service, contact help@omi.me for troubleshooting and an RMA. You must provide proof of purchase and cooperate with reasonable diagnostics. We provide prepaid return shipping for validated warranty claims within our supported regions; outside those regions, shipping, duties, taxes, and brokerage may apply. Current supported regions are listed on our support site and may be updated from time to time.

8.5 Out-of-warranty service. If a device is ineligible for warranty service, we may offer repair or replacement for a fee, subject to parts availability. We will provide an estimate before proceeding.

8.6 Data and software. You are solely responsible for backing up and removing your data before sending in a device. We are not responsible for any loss, recovery, or compromise of data, or for reinstalling software, configurations, or third-party applications as part of warranty service.

8.7 Sole warranty; disclaimers. THE REMEDIES IN THIS SECTION ARE YOUR EXCLUSIVE REMEDIES FOR HARDWARE DEFECTS. THE DURATION OF ANY IMPLIED WARRANTIES IS LIMITED TO THE WARRANTY PERIOD TO THE EXTENT PERMITTED BY LAW.

8.8 Consumer rights preserved. This limited warranty gives you specific legal rights, and you may also have other rights that vary by state or country and are not affected by this warranty to the extent they cannot be disclaimed under applicable law. For purchases made in the European Union and the United Kingdom, statutory consumer rights apply in addition to this warranty.

8.9 Scope of representations; third-party claims. Omi's representations regarding Product features, capabilities, and performance are limited to those published on our official website, official product documentation, in-App descriptions, and official Omi marketing channels. We are not responsible for, and this Limited Warranty does not cover, expectations or claims based on (a) unofficial third-party videos, reviews, blog posts, or social media content; (b) statements made by individuals or entities not employed or authorized by Omi, including resellers, affiliates, ambassadors, or independent reviewers; or (c) misinterpretation, exaggeration, or speculation about Product features by third parties. Return, refund, and warranty decisions will be based solely on whether the Product matches the specifications and features Omi has officially published.

9. Software and Firmware; License; Updates

9.1 The Products' firmware and the App are licensed, not sold, and your use is governed by the Terms of Use and any end-user license presented in the App or documentation. Subject to those terms, we grant you a limited, non-exclusive, non-transferable license to use the firmware and Apps solely in connection with the Products and the Services.

9.2 We may provide or automatically install updates, upgrades, bug fixes, security patches, and feature changes (collectively, "Updates"). Some Updates may be required for continued use or for security and performance, and the Products or Apps may not function properly unless the latest Updates are installed. You consent to the delivery and installation of Updates and acknowledge that certain features may change, be added, or be discontinued as part of an Update.

9.3 Third-party and open-source components, where applicable, are provided under their respective licenses as identified in our documentation or in-App notices. To the extent a third-party or open-source license expressly conflicts with these Terms, that license governs solely for the applicable component.

10. Promotions; Coupons; Beta and Evaluation Units

10.1 Promotions and coupons. Promotional offers, discount codes, credits, and coupons (collectively, "Promotions") are subject to the specific terms presented with the offer, including stacking limits, eligibility, geographic restrictions, product exclusions, minimum purchase, and expiration, and are valid only for the stated period. Promotions (a) have no cash value, (b) are non-transferable and not for resale, (c) are not retroactive, and (d) may be modified, suspended, or withdrawn prospectively at our discretion. If you return items purchased with a Promotion, any refund will reflect the net amount actually paid after the Promotion. We may cancel an order or refuse a Promotion in cases of suspected abuse or fraud, including unauthorized affiliate activity.

10.2 Beta and evaluation units. Products provided as beta, pre-release, evaluation, developer, or sample units are provided AS IS, may contain bugs or materially incomplete features, and may not be suitable for production use. We may update, disable, recall, or require return of such units at any time. To the extent you provide feedback, you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use it without restriction. Additional written terms may apply.

11. Goods Not for Resale; Export Compliance

You represent and warrant that you are purchasing for personal or household use, not for resale, distribution, or export, unless we have agreed otherwise in writing. You agree to comply with all applicable U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), as well as any applicable EU and UK export and sanctions regimes. You will not use, export, re-export, transfer, or otherwise make Products available (a) to any embargoed or sanctioned country or region, (b) to any denied party or person on a restricted list, or (c) for any prohibited end use under applicable law, including weapons of mass destruction or restricted military end uses. We may reject or cancel any order that would violate, or that we reasonably believe may violate, these laws or our compliance policies.

12. Force Majeure

We will not be liable for any failure or delay in performance to the extent caused by events or circumstances beyond our reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil unrest, labor actions, widespread internet or provider outages, carrier failures, embargoes, or governmental orders (each, a "Force Majeure Event"). Our obligations will be suspended for the duration of the Force Majeure Event, and we will use commercially reasonable efforts to mitigate its effects and resume performance. Payment obligations are not excused by Force Majeure.

13. Regulatory Notices; Recording Laws

The Products and related Services are not designed for life-safety or emergency uses. Features that involve audio capture or recording are subject to recording, wiretap, privacy, and consent laws. You are solely responsible for obtaining any required consents or notices and for complying with all applicable laws in the jurisdictions where you use the Product. See the Terms of Use sections regarding consent to record others.

14. Disclaimers; Limitation of Liability

14.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO ANY SALE, EVEN IF FORESEEABLE OR ADVISED OF THE POSSIBILITY.

14.2 Liability cap. EXCEPT FOR AMOUNTS YOU OWE, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO A SALE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT YOU PAID FOR THE PRODUCT OR SUBSCRIPTION AT ISSUE.

14.3 Non-excludable liability. Nothing in these Terms of Sale limits liability that cannot be limited under applicable law, including death or personal injury caused by our negligence. The general disclaimers and limitations in the Terms of Use apply in addition to this Section 14.

15. Dispute Resolution; Arbitration; Class-Action Waiver

The arbitration provisions in our Terms of Use, including the class-action waiver and any opt-out right, apply to all disputes arising out of or relating to these Terms of Sale, any Sale, or any Product or Subscription, and are incorporated by reference. Any permitted small-claims option, venue, fee allocation, confidentiality, and severability provisions in the Terms of Use arbitration section apply here as well.

16. Changes to These Terms of Sale

We may revise these Terms of Sale from time to time in our sole discretion. Changes are effective when posted and apply prospectively to (i) new orders placed after the effective date and (ii) Subscription renewals occurring after any required notice period. We will update the "Last modified" date above and, where required by law (including for price increases on auto-renewals), provide advance notice and instructions for canceling before renewal. Orders already accepted remain governed by the version in effect at the time of acceptance. Changes to dispute-resolution terms will not apply to disputes of which the parties had actual notice before posting.

17. Miscellaneous

17.1 Notices. We may provide notices to you by email, in-product message, push notification, or posting within the Website or App. You are responsible for keeping your email address current and deliverable. Formal notices to us must be sent to help@omi.me and to: Based Hardware, Inc., 1628 Washington St, San Francisco, CA 94109, United States.

17.2 Assignment. You may not assign these Terms of Sale or any rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of the foregoing is void. We may assign in accordance with the Terms of Use.

17.3 Order of precedence. These Terms of Sale prevail over the Terms of Use solely with respect to orders, pricing, payment, shipping, returns, warranty, and Subscriptions. In all other respects, the Terms of Use govern.

17.4 Severability; waiver. If any provision of these Terms of Sale is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary, and the remainder will continue in full force. No waiver is effective unless in writing and signed by the waiving party. A failure or delay in enforcing any term is not a waiver.

17.5 Entire agreement. These Terms of Sale, together with the Terms of Use, Privacy Policy, and your order confirmation, constitute the entire agreement between you and us regarding the Sales and supersede all prior or contemporaneous understandings on that subject.