1. This Letter of Intent (LOI) is entered into by Intellic Technologies, hereinafter “Seller”, and , hereinafter “Buyer”, to formalize an intent to conduct business at a later date. This LOI may be unilaterally canceled by either party without cause within thirty days of final signature. The LOI contains a list of items that Buyer intends to purchase, based on the descriptions provided by Seller. Since Seller must develop the listed items before Buyer can use them, item descriptions and delivery estimates may change in the future. Firm item descriptions and delivery dates will be established by a subsequent Purchase Order, which Buyer will provide to Seller after Seller demonstrates a working prototype and provides final product specifications to Buyer.
2. By signing this LOI, Buyer attests that they intend to purchase the items listed in the Table of Items at the set price in the calendar year identified.
3. Buyer acknowledges that the items do not currently exist and may not be available by the date identified, or in a form that matches the description provided.
4. Buyer warrants that all information provided on the preorder page and listed on this LOI and accompanying Private Funding Letter is accurate, and Buyer shall ensure that such information is kept current. Seller shall have no responsibility or liability for inaccurate information or information that later becomes outdated, and shall have no obligation to make efforts to determine the correct contact or shipping information. Buyer can update Buyer’s information at any time prior to Buyer’s product(s) being shipped by sending an e-mail to email@example.com.
5. Buyer agrees that the $500 deposit due upon final signature of this LOI is nonrefundable, except under the following circumstances:
a. Either party may unilaterally terminate this LOI within thirty calendar days of final signature by providing written notice, upon which Seller will refund the entire $500 deposit within 45 calendar days of receipt of termination notice.
b. If Seller abandons development or fails to produce a working prototype within twelve months of the end of the calendar year of the preorder for any item, Seller will refund the entire $500 deposit within 45 calendar days of the triggering event.
c. If Seller changes the terms of this LOI in accordance with Provision 14 herein, Buyer may submit a claim for cancellation with full refund of the deposit. This claim must provide an explanation as to how the changes to the terms adversely affects Buyer’s anticipated benefit from acquiring the products and services listed in this LOI.
6. Buyer consents to Seller transmitting the signed Private Funding Letter that accompanies this LOI as part of a complete submission to the AFWERX STRATFI/TACFI program using the online submission portal at https://afwerx.com/divisions/afventures/stratfi-tacfi/ and via email to firstname.lastname@example.org.
7. Buyer agrees that this LOI may be included in any future sale or transfer of the business interests of Intellic Technologies.
8. Buyer acknowledges that STRATFI personnel will use Buyer’s contact information to independently verify Buyer’s intent to pay Seller in accordance with the Private Funding Letter’s Prospective Timing after successful submission of Seller’s application to the STRATFI program.
9. Seller attests that the item descriptions provided to Buyer are technically achievable using existing know-how and technology that is currently available to Seller, and that the timeline for completing development and delivering production-quality items that are accurate to the item descriptions is reasonable at the pricing listed.
10. Seller agrees to provide timely, informative updates on development progress, and to inform Buyer of any known or anticipated deviations from the item descriptions provided on the preorder website as soon as those deviations are identified.
11. For items involving onsite training at Buyer’s requested location and time, Seller will make every effort to accommodate Buyer’s preferred options; however, it may be necessary for Buyer to provide multiple options in order to ensure qualified Seller personnel are available for the specified training.
12. If Seller discovers that the item descriptions provided on the preorder website will not match the final production items, Seller will promptly inform Buyer and propose revised pricing as appropriate. Final pricing will not be determined until Buyer issues a Purchase Order based on the price sheet Seller provides following successful prototype demonstration.
13. Seller agrees to provide an opportunity for Buyer to inspect any working prototype developed in accordance with this LOI prior to Buyer issuing a Purchase Order.
14. Seller reserves the right to change any of the terms for any or no reason. Seller will provide notice of any material changes and, if Buyer is unhappy with such changes, Buyer’s sole and exclusive remedy will be to cancel the LOI.
15. These Terms constitute the entire agreement between the parties pertaining to its subject matter and it supersedes all prior agreements, representations and understandings of the parties. This LOI shall be governed by and shall be construed in accordance with the laws of the State of California. The venue for any actions relating to the subject matter or enforcement of this LOI shall be in Los Angeles County, the place where this LOI was entered and is to be performed. Buyer may not assign this LOI or any of the rights granted to Buyer hereunder.