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PLEASE READ THESE TERMS CAREFULLY. BY USING A PRODUCT, OR ANY INDIVIDUAL COMPONENT THEREOF AND THE WEBSITE, ALL AS DEFINED HEREIN, YOU ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO DO SO ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT PURCHASE OR USE A PRODUCT, OR ANY INDIVIDUAL COMPONENT THEREOF, INCLUDING THE WEBSITE GOVERNED BY THESE TERMS
1) Introduction and Scope
Application. These Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) constitute a binding legal agreement between you and Dylan Innovations, an Arizona limited liability company and apply to the parts, and products (“Products”) that Dylan Innovations sells. Dylan Innovations owns and operates the website www.dylaninnovations.com which links to this Agreement (the “Website”)
This Agreement is to become effective when you set up an account with Dylan Innovations. This Terms of Use and Agreement includes Dylan Innovations terms for the retail sale of Dylan Innovations’ Products specified on the MAP terms. Your account will be activated once Dylan Innovations verifies your Tax Exemption Form and this Agreement. Your account will be active within 24 hours of verification and approval.
Limited Warranty. The Dylan Innovations Limited Warranty (the “Warranty”) can be found on our website. The Warranty sets forth the terms of the limited warranty that apply to the Products. Unless otherwise dictated by applicable law, this limited warranty is the sole and exclusive warranty provided by Dylan Innovations for your Product/s.
Modifications to these Terms of Use. Dylan Innovations may at any time, in its sole discretion, update or modify the Terms, and such modifications will be effective immediately upon being posted on the Website or Application. It is your responsibility to check the Website or Application periodically for changes to these Terms. If you do not accept the changes to these Terms, your sole recourse will be to cease the use of the Website, Products or any portion thereof.
The communications between you and Dylann Innovations are electronic. You consent to receive communications from Dylan Innovations in an electronic form. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
2) Use of Communication Sources
Dylan Innovations’s Website or Applications may at some point contain news groups, forums, communities, personal web pages, and/or other messages designed to enable you to communicate with the public at large or with a group (collectively, “Communication Source”). You agree to use the Communication Source only to post, send, and receive messages and material that are proper and related to the particular Communication Source. By way of example, and not as a limitation, you agree that when using a Communication Source, you will not:
Dylan Innovations reserves the right (but has no obligation) to review materials posted to a Communication Source to evaluate and respond to any request, to remove potentially inappropriate or otherwise objectionable material, and to remove any materials in its sole discretion. Dylan Innovations reserves the right to terminate your access to any/or all Communication Sources at any time without notice for any reason whatsoever.
Dylan Innovations reserves the right to disclose any information as it may be necessary to satisfy any applicable regulation, legal process, law, or governmental request or to edit, refuse to post, or to remove any information or materials, in whole or in part, in its sole discretion. Managers and hosts are not authorized Dylan Innovations spokespersons, and their views do not necessarily reflect those of Dylan Innovations. We encourage you to always use caution when giving out any personally identifying information about yourself on any Communication Source. Dylan Innovations does not control or endorse the content, messages, or information found in any Communication Source and, therefore, Dylan Innovations specifically disclaims any liability with regard to the Communication Sources and any actions resulting from your participation in any Communication Source.
Materials that we post on or upload to a Communication Source may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
3) Submissions and Feedback
Dylan Innovations does not claim ownership of the materials you provide to Dylan Innovations (including feedback and suggestions about Dylan Innovations Website and Products) or post, upload, input, or submit to any Dylan Innovations Website or Application (collectively, “Submissions”). Nevertheless, by inputting, providing, posting, uploading, or submitting your Submission, you are granting Dylan Innovations, its affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission.
When you post, upload, input, provide, or submit your Submission, you warrant and represent that you own, or otherwise control, all of the rights to your Submission as described in this section including, without limitation, all the necessary rights for you to post such Submission.
4) Privacy Policy
Your submission of personal information through the Website, Application, or Product(s) is governed by our Privacy Policy, located in our website (“Privacy Policy”), where you will find additional information about our collection, use, and sharing of personal information.
5) Use Restrictions
IN NO EVENT DOES DYLAN INNOVATIONS AUTHORIZE ANYONE TO USE ANY PRODUCTS WHERE THE FAILURE OF THE PRODUCTS TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, LOSS OF PROPERTY, OR LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD DYLAN INNOVATIONS HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.
6) Payment and Taxes
(a) Payment. Payment before shipment will always be required.
(b) Taxes. To become an Authorized Dealer, you will need to provide Dylan Innovations your Sales Tax Exemption ID and form.
7) Additional Representations and Warranties to Dylan Innovations
You represent and warrant to Dylan Innovations that (i) you are a certified Authorized Dealer and are at least 18 years of age; that you are competent, and you have the authority to enter into this Agreement; (ii) you have provided or will provide Dylan Innovations with User Information that is correct and complete; (iii) you will not use the Products in violation of any applicable laws, regulations, or ordinances or for any illegal or unauthorized activities; (iv) you take full responsibility for the actions of anyone to whom you disclose your password or login ID or whom you otherwise allow to access your account. This includes but not limited to your agents or employees; and (v) you will never circumvent, compromise, nor attempt to circumvent or compromise any Dylan Innovations security measures in connection with the Products.
8) Authorized Dealers Are Independent Contractors, Not Agents of Company
You, as an Authorized Dealer are an independent contractor and service provider, and not employees or agents of Dylan Innovations. Accordingly, Authorized Dealers have no right to bind Dylan Innovations legally or otherwise make commitments on behalf of Dylan Innovations.
9) Minimum Advertised Price Guidelines for Company Authorized Dealers
As an Authorized Dealer, you agree to adhere to the Dylan Innovations’ Minimum Advertised Price (MAP) Guidelines as set forth in the Dylan Innovations’ Minimum Advertised Price page, to the extent it complies with applicable laws and regulations in each territory where you operate. Failure to comply with these guidelines may result in legal action.
10) Term and Termination
These Terms will remain in full force and effect so long as you continue to use or access the Website, and purchase our Product/s, or until terminated in accordance with this Section. You may terminate your account and your right to purchase our Product/s for any reason, at any time. Your access to your account will be terminated upon your written or emailed request.
At any time, Dylan Innovations may suspend or terminate your rights to purchase the Products if Dylan Innovations in good faith believes that you have breached this Agreement. Dylan Innovations reserves the right to terminate your account and this Agreement with or without cause, provided that Dylan Innovations gives you at least thirty (30) days advance notice of such termination, except in cases where you have materially breached these Terms or violated applicable law. Upon any such termination of your account by Dylan Innovations, you will remain obligated to pay all outstanding fees and charges prior to termination.
11) Ownership
You acknowledge that all right title and interest in and to the Products, Website, and Applications, including all intellectual property rights therein and thereto, remain the exclusive property of Dylan Innovations and its licensors; and this Agreement grants to you no right or interest therein other than the limited rights expressly set forth herein; and Dylan Innovations and its licensors and suppliers reserve all rights not granted in this Agreement. The Product, Website, and Applications as well as all associated documentation and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Dylan Innovations and its licensors. Dylan Innovations and its licensors reserve all rights in and to the Products, Website, and Applications not expressly granted to you in this Agreement.
Dylan Innovations and names, brands, and Products names and all related names, logos, designs, and slogans are Dylan Innovations’s trademarks. You may not use or display such marks, or any substantial similar marks, in whole or in part in any jurisdiction, without the prior written permission of Dylan Innovations.
12) Indemnification
You agree to indemnify, defend, and hold harmless Dylan Innovations and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to (i) your negligence or willful misconduct; (ii) your use of the Website, Application and Products; (iii) your use of Third-Party Content, and (iv) your breach of any of your representations, warranties, obligations, or covenants in this Agreement.
13) Availability, Warranty Disclaimers
The Website, Application and/or the Products are provided to you for your convenience, on an “AS IS” and “AS AVAILABLE”. Dylan Innovations expressly disclaim, to the fullest extent permitted by applicable law, any and all warranties, express or implied, including without limitation, the warranties of merchant ability, fitness for a particular or specific purpose, warranties of accuracy and non-infringement of Intellectual Property.
14) LIMITATION OF LIABILITY
IN NO EVENT WILL DYLAN INNOVATIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(a) Special, Indirect, Incidental, Punitive or Consequential Damages, or any cost of procurement of substitute goods or products, arising from (i) Dylan Innovations’ Performance or failure to perform in accordance with this Agreement; (ii) Your use of the Website, Application and/or the Products or (iii) The use of the Dylan Innovations Products through your account by anyone else, including without limitations, damages or business interruption.
(b) Damages (regardless of their nature) for any delay, failure by Dilan Innovations to perform its obligations under this Agreement due to any cause beyond Dylan Innovations’ reasonable control;
(c) Failure to realize savings or other benefits, damage to equipment, and claims against you by any third person; OR
(d) Claims made a subject of a Legal Proceeding against Dylan Innovations more than one year after any such cause of action first arose.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DYLAN INNOVATIONS’ TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND/OR PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO DYLAN INNOVATIONS FOR THE PRODUCT/S GIVING RISE TO LIABILITY IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY WHETHER A CLAIM IS ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.
15) Exclusions
Because some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, in such Jurisdictions, our Liability shall be limited to the maximum extent permitted by law. This Agreement gives you specific legal rights, and you may also have other rights, which vary from Jurisdiction to Jurisdiction. The Disclaimers, Exclusions, and Limitations of Liability under this Agreement will not apply to the extent prohibited by applicable law.
16) Export Controls
You agree not to export Dylan Innovations Products to other countries without Dylan Innovations approval.
17) Force Majeure
Dylann Innovations shall be excused from delay or non-performance in the delivery of an order and you shall have no claim for damage if and to the extent such delay or failure is caused by occurrences beyond the control of Dylan Innovations including, but not limited to, market conditions; acts of God; war, acts of terrorism, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of Dylan Innovations. Dylan Innovations will, in reasonable time, notify you of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery. Dylan Innovations shall, in such event, have the right to allocate available Dylan Innovations Products among its Authorized Dealers in its sole discretion.
18) Updates
Dylan Innovations reserves the right to alter Products offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents. Dylan Innovations may make improvements and/or changes to this Products, Website, or Application at any time. Although we attempt to periodically update information on the Products, Website or Application, the information, materials, and Products provided on or through this Website or Application may occasionally be inaccurate, incomplete, or out of date. This Website or Application contains express or implied forward-looking statements, which are based on current expectations of management. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in any forward-looking statement. Dylan Innovations does not have a duty to update information contained in this Website or Application, and Dylan Innovations will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy, or currentness of any information on this Website or Application, and we undertake no obligation to update or revise the information contained on this Website or Application, whether as a result of new information, future events or circumstances, or otherwise. It is your responsibility to verify the information contained in this Website or Application before relying upon it.
19) Governing Law and Jurisdiction; Waiver of Jury Trial
This Agreement and any claims arising hereunder shall be governed by the laws of the State of Arizona, excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and Dylan Innovations hereby irrevocably submit to the jurisdiction of any Arizona state court or United States federal court, in either case sitting in Arizona over any suit, action, or other proceeding brought by you, a third party, or Dylan Innovations arising out of or relating to these Terms, and you and Dylan Innovations hereby irrevocably agree that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. YOU AND DYLAN INNOVATIONS (“the Parties”) HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims).
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION AND/OR PURCHASE. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
20) Miscellaneous
Content. The official text of this Terms of Use and Agreement or notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into any other language, and this Agreement will not be construed against the drafting party.
Enforceability. If any provision of this Agreement is held by a court to be invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable, and the other provisions of this Agreement shall and will remain in full force and effect.
Waiver. Dylan Innovations’ failure to enforce any of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of Dylan Innovations‘s right to enforce the terms and conditions of this Agreement at any time.
Assignment. You may not assign, sublicense, or transfer any of your rights and obligations under this Agreement to a third party without Dylan Innovations‘s prior written consent. Any attempted assignment, sublicense, or transfer without the prior written consent of Dylan Innovations shall be null and void.
21) Contact Us Information
Do not hesitate to contact us if you have any questions, comments, or concerns regarding these Terms of Use and Agreement.
Email: info@dylaninnovations.com
Phone: (480) 520-2022
Website: www.dylaninnovations.com
I acknowledge I understand and agree to Dylan Innovations’ Terms of Use and Agreement, including Dylan Innovations MAP policy.