PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEB SITE.
Effective: October 1, 2013
Additional terms may apply to certain portions or features of the Site (“Additional Terms”). If Additional Terms are made available to you by Dealer, you agree that the Additional Terms will govern your use of the portion or feature of the Site even if they conflict with these Terms.
1. Site Access and Content. Except for User Submissions (see Section 5), all information, files, graphics, text, images, sound files, video, software, tools, and other materials that are provided through this Site (“Content”) are owned by Dealer, agents and its licensors. You may access the Site and Content solely for your personal non-commercial use in order to obtain information about Dealer and Products. You may not otherwise use, modify, copy, print, display, reproduce, distribute, publish, disassemble, decompile, or reverse engineer the Site or any Content, except to the extent that applicable law expressly permits your disassembly or reverse engineering despite this limitation.
2. Changes to the Site. You may use the Site, access Content, and create a wish list of Products if and when they are available. We do not guarantee availability of the Site or any particular feature, Content, or Product. We reserve the right to change, remove, delete, restrict or block access to, charge for, or stop providing all or any part of the Site, Content, or Products at any time without notice. We may share your wish list with other authorized dealers or manufacturers that may be able to provide such products, but we do not guarantee that your wish list will be backed up or remain on this Site for any duration of time.
3. Third Party Web Sites. The Site contains links to third party web sites ("Linked Sites"). The Linked Sites are not under the control of Dealer and Dealer is not responsible for any Linked Site, including any content contained in a Linked Site or any changes or updates to a Linked Site. Dealer provides links to you only as a convenience, and the inclusion of any link does not imply endorsement by Dealer of the site or any association with its operators. Any transaction you enter into with a third party is between you and such third party, and we assume no liability or responsibility for such transaction.
4. Account Registration; Use of Your ID. In order for the Site to recognize you, the Site may permit you to set up an account (“Account”). If you set up an Account, you must provide current, complete, and accurate information. You must keep your log-in information confidential and not authorize any third party to use it. You are solely responsible for all activities (including purchases) that occur under your Account, even when your log-in information is used by someone else. You agree to immediately notify Dealer of any unauthorized use of your Account or any other breach of security of which you become aware. Dealer may require you to change your log-in information at any time. You agree to comply with all applicable laws in connection with your use of this Site. You further agree that any information provided by you is truthful and accurate to the best of your knowledge. We reserve the right to notify proper law enforcement officials if any suspicious activity is detected and to deny you access to the Site, including to your Account, if you violate any of the Terms.
5. User Submissions. You acknowledge, represent and agree that any information, including Account registration, feedback, suggestions, or other materials you submit to the Site ("User Submissions") is submitted voluntarily and is not confidential or proprietary and that your User Submission does not establish a relationship between you and Dealer. You grant Dealer and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submission and to publish your name in connection with your User Submission, except as otherwise prohibited by applicable law or these Terms. You waive any right to compensation of any type for your User Submissions. Dealer does not intend to publicly display or publish any portion of Product purchase history and Account registration information. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Submissions by Dealer does not violate any law. If you post a User Submission to any public forum on the Site, you acknowledge that third parties may see your User Submission, draw inferences, and make judgments based on the User Submission. Posting to a public forum requires your judgment, and you are responsible for all your User Submissions and your conduct in connection with the Site. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.
6. Warranty Disclaimer for Site and Content.
Any warranties related to Products may be accessed here: http://www.tropitone.com/warranty and at the time of your purchase from Dealer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND CONTENT ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE, REMAINS WITH YOU. DEALER AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, DEALER, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SITE OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. THE SITE AND ALL CONTENT IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. IN PARTICULAR, TO THE EXTENT LOCAL LEGISLATION IMPLIES STATUTORY TERMS WHICH CANNOT BE EXCLUDED, THOSE TERMS ARE DEEMED INCORPORATED INTO THIS DOCUMENT BUT DEALER’S LIABILITY FOR A BREACH OF THOSE STATUTORY IMPLIED TERMS IS LIMITED IN ACCORDANCE WITH AND TO THE EXTENT PERMISSIBLE UNDER THAT LEGISLATION.
7. Disclaimer of Certain Damages. IN NO EVENT WILL DEALER OR ANY SUPPLIER OR LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE DAMAGES, FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE, LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, THE SITE OR CONTENT EVEN IF DEALER OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION 7 WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED IN THOSE JURISDICTIONS. IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 MAY NOT APPLY TO YOU.
8. Limitation of Liability and Exclusive Remedies. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 6 OR 7, DEALER’S, SUPPLIERS’ AND LICENSORS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SITE OR CONTENT WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SITE OR CONTENT UP TO FIFTY DOLLARS (U.S. $50.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS, THE SITE OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGE LIMITATIONS SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION 8 WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN THIS SECTION 8 MAY NOT APPLY TO YOU.
9. Independent Remedies. The exclusion of damages under Section 7 is independent of your exclusive remedy in Section 8 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 7 and 8 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
10. Indemnity. You hereby agree to defend, indemnify, and hold Dealer, its directors, officers, employees, agents, partners, suppliers and licensors harmless and will keep them indemnified from any third party claim or demand, including reasonable attorneys’ fees, relating to or arising from (a) any User Submission made by you or submitted, posted, transmitted, originating from, or otherwise made available under your Account; (b) your activity on this Site and your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your account; (c) any violation by you of these Terms; or (d) your violation of any another party’s rights or applicable law.
11. Prohibited Use.
Any use or attempted use of this Site (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) that could interfere with any other party's use and enjoyment of the Site, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Dealer to be made accessible to a user, or (vi) to obtain or attempt to obtain any materials or information through any means not intentionally made available by Dealer, or (vii) for any use other than the business purpose for which it was intended, is prohibited.
12. Copyright and Trademark Notices. Dealer and its licensors own the Site and Content and reserve all rights therein, including any and all intellectual property and other proprietary rights. Dealer and the Dealer logo and other product and service names referenced in connection with the Site are the trademarks of Dealer. All other company names, product names, service names and logos referenced in connection with the Site may be the trademarks of their respective owners. Any copying, redistribution, use or publication by you of any such marks or any other content or any part of the Site is prohibited, except with the prior written authorization of Dealer. Under no circumstances will you acquire any ownership rights or other interest in any of such marks or content on this Site by or through your use of the Site.
13. Governing Law and Jurisdiction for Resolving Disputes.
These Terms are governed by the laws of the state where the Dealer has its principal place of business (“Home State”), without giving effect to its conflict of law rules, and the parties consent to exclusive jurisdiction and venue of the federal and state courts located in the Home State. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15. Typographical Errors. In the event that a Product is mistakenly listed at an incorrect price, Dealer reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Dealer reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your account charged. If your account has already been charged for the purchase and your order is cancelled, Dealer shall issue a credit to your account in the amount of the incorrect price.
16. General. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and Dealer intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and Dealer agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. Dealer may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use the Site, Content or any Account you may have, and any attempt by you to do so is void. Dealer’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Dealer if it is in a written document signed by Dealer. These Terms (including any incorporated terms) constitute the entire agreement between you and Dealer with respect to your Account, the Site, Content, and Products purchased through the Site. Both you and Dealer warrant to each other that, in entering these Terms, neither Dealer or you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Dealer, or Dealer’s successors and permitted assigns, will have any right to enforce any of these Terms. Neither these Terms nor Content create partnership, joint venture, employment, or other agency relationships between us. You may not enter into any contract on our behalf or bind us in any way.
17. Notices. Dealer may give you all notices (including legal process) that Dealer is required to give by any lawful method, including by posting notice on the Site or by sending it to any email or mailing address that you provide to Dealer. You agree to check for notices posted on the Site. You agree to send Dealer any notice by mailing it to Dealer’s address for legal notices which is: