DELYX, LTD Website Terms of Use

Acceptance of the Terms of Use
Last Modified September 26, 2018

IMPORTANT LEGAL INFORMATION: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE. THESE TERMS AND CONDITIONS APPLY TO ALL VISITORS TO OR USERS OF HTTPS://WWW.DELYXLTD.COM . REFERENCES TO “HTTPS://WWW.DELYXLTD.COM” OR “THE WEBSITE” SHALL REFER GENERALLY TO THE DELYX LTD WEBSITE. YOUR USE OF THE WEBSITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE WEBSITE.

I. OVERVIEW

Welcome to the website of DELYX, LTD (hereafter referred to as the “Company,” “we,” “us” and “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of https://www.delyxltd.com (the “Website”), including all information, tools, content and functionality available from the Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated herein. By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use the Website.

BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY, AND ABIDE BY, THESE TERMS OF USE, OUR PRIVACY POLICY AND COOKIE POLICY INCORPORATED
HEREIN BY REFERENCE, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. If you do not agree to these Terms of Use, Privacy Policy or the Cookies Policy, you must not access or use the Website. These Terms of Use apply to all users of the Website, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

The addition of any new features or tools to the Website shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change, or replace any part of these Terms of Use by posting updates and/or changes to the Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

To review our Privacy and Cookies Policy click HERE

II. INTELLECTUAL PROPERTY

The design of this Website and all text, graphics, information, content, processes, and other material displayed on or that can be downloaded from the Website are protected by copyright, trademark, and possibly patent and other laws and may not be used except as permitted in these Terms of Use or with prior written permission of the owner of such material. The contents (including without limitation, the look and feel, all text, photographs, images, video and audio) of the Website are © 2018, LYX, LLC. All rights

reserved. You may not modify the information or materials displayed on, or that can be downloaded from the Website in any way or reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Website. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations and is prohibited. In the event of a violation of these laws and regulations, the Company reserves the right to seek all remedies available by law and in equity. the Company reserves the right to block or deny access to the Website to anyone at any time for any reason.

the Company retains all rights regarding its trademarks, trade names, brand names, and trade dress. These marks, names or trade dress, and all associated logos or images are registered and/or common law trademarks of the Company are protected by the U.S. and international laws and treaties. No license to the use of such marks, names or trade dress is granted to you under these terms and conditions or by your use of the Website. Your misuse of the trademarks displayed on the Website is strictly prohibited. You are also advised that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of civil remedies and criminal prosecution.

III. MODIFICATIONS TO THE WEBSITE AND ITS CONTENT

All features, content, specifications, products, and prices of products and services described or depicted on the Website are subject to change at any time without notice. The Company makes all reasonable efforts to accurately display the attributes of its products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time.

Certain products may be available exclusively online through the Website. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.

We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of DELYX, LTD. We reserve the right to discontinue any product at any time. Any offer for any product made on the Website is void where prohibited.

We do not warrant that the quality of any products obtained by you will meet your expectations, or that any errors in the Website will be corrected.

IV. ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail, billing address, or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates so that we can complete your transactions and contact you as needed.

V. OPTIONAL TOOLS

You acknowledge and agree that we provide access to such tools “as-is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement.

Any use by you of optional tools offered through the Website is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new products and/or features through the Website (including, the release of new tools and resources). Such new features and/or products shall also be subject to these Terms of Use.

VI. THIRD-PARTY LINKS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input and certain content, products available via the Website may include materials from third-parties.

Third-party links on the Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party websites, or for any other materials, products, tools or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review the third- party’s policies and practices carefully and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the respective third-party.

VII. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If you send us creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation: (a) to maintain any Comments in confidence;
(b) to pay compensation for any Comments; or (c) to respond to any Comments. We may, but have no obligation to, monitor, edit or remove content posted to the Website by you or any other third-parties that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third- party.

VIII. PERSONAL INFORMATION

Other than personally identifiable information, which is subject to the Website’s Privacy Policy, any material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communication you transmit or post to the Website in any manner (“User Communications”) is and will be considered non-confidential and non-proprietary. We and our respective affiliates and our or their designees may use any or all User Communications for any purpose whatsoever, including, without limitation, reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. We may, but are not obligated to, monitor or review any User Communications. We will have no obligation to use, return, review, or respond to any User Communications. We will have no liability related to the content of any such User Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We retain the right to remove any or all User Communications that includes any material we deem inappropriate or unacceptable. If you are accessing and using the Website on someone else’s behalf, you represent that you have the authority to bind that person as a principal to all terms and conditions provided herein and you agree to accept liability for harm caused by that person’s wrongful use of the Website.

Our Privacy Policy governs your submission of personal information through the Website. Review our Privacy Policy.

IX. ACCURACY OF INFORMATION, ERRORS AND OMISSIONS

We attempt to ensure that information on the Website is complete, accurate and current. Despite our efforts, the information on the Website may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness or accuracy of any information on the Website. For example, products included on the Website may be unavailable, may have different attributes than those listed or may actually carry a different price than that stated on the Website. In addition, we may make changes in information about price and availability without notice. Further, pricing information on other websites that claim to represent correct pricing on the Website may not be correct or current. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information on the Website or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website or on any related website should be taken to indicate that all information on the Website or on any related website has been modified or updated.

X. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the Website or its content as follows: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin disability or upon any other basis;
(f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website, other websites or the Internet; (h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website or any related website, other websites or the Internet. We reserve the right to terminate your use of the Website or any related website for violating any of the prohibited uses.

XI. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

By using the Website, you unconditionally agree that all claims relating to your access or use of the Website, including all disputes arising out of, or related to, any products or services purchased from DELYX LTD through the Website, will be resolved entirely through confidential, binding individual arbitration, rather than in court and not on a class, consolidated, representative or collective action basis. You may also assert individual claims in small claims court if your claims otherwise qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Use. You further agree that you will not be a member of any punitive or actual class in a class action brought by anyone else, nor will you seek to become a class representative. In addition, we both agree that we each may bring suit in court to enjoin infringement or another misuse of intellectual property rights.

Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an “Arbitration Notice”) by one party upon the other. Within ten (10) calendar days of either party serving such Arbitration Notice or receiving it, Company and Client shall agree on the selection of an arbitrator who can administer arbitration under the rules of the American Arbitration Association (“AAA”), applying its Commercial Arbitration Rules, and is listed as an arbitrator approved by the AAA, and who can arbitrate in Hillsborough County, Florida. If the parties cannot agree on an arbitrator, the AAA shall be authorized to appoint an arbitrator who meets the geographical criteria and has the requisite experience required to arbitrate commercial disputes. There shall only be one (1) arbitrator rather than a panel of three (3) arbitrators, unless the parties mutually agree to a panel of three (3) arbitrators. Within five (5) calendar days of the selection or appointment of an arbitrator, the parties shall cooperate to schedule arbitration within ninety
(90) calendar days and shall conduct themselves in accordance with the AAA’s rules for arbitrating commercial disputes. Arbitration shall occur in the City of Tampa, Hillsborough County, Florida, unless otherwise mutually agreed upon by the parties. All communications associated with arbitration, the proceedings and the decision of the arbitrator shall be confidential. The decision of the arbitrator(s) shall be binding and may not be appealed by either party; however, the arbitrator shall be required to produce a written opinion explaining the decision and associated award, if any.

Note: There is no judge or jury in arbitration, no class actions, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court, including injunctive and declaratory relief or statutory damages, and must follow these Terms of Use as a court would.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN

DISCOVERY, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR THE COMPANY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

XII. DISCLAIMERS

USE THE WEBSITE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER THE COMPANY, ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES WARRANTS THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE AND NEITHER WE, NOR OUR SUPPLIERS, NOR ANY OF OUR RESPECTIVE AFFILIATES MAKES ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ARE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW IN THE STATE OF FLORIDA, BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH LIMITATION OR PROHIBITIONS.

ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THE WEBSITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS, AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THE WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, OR MISAPPROPRIATION. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ARE ENFORCEABLE IN FLORIDA TO THE FULLEST EXTENT PERMITTED BY LAW, BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

XIII. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DO NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THE WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER WE, NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR

CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, ANY WEBSITES LINKED TO THE WEBSITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE ENFORCEABLE IN FLORIDA TO THE FULLEST EXTENT PERMITTED BY LAW BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ANY CONTENT, YOU AGREE TO CEASE USING THE WEBSITE IMMEDIATELY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN THE EVENT THAT YOU ARE DISSATISFIED WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THE WEBSITE, YOU ACKNOWLEDGE THAT WE HAVE MADE NO REPRESENTATIONS AND ISSUED NO WARRANTIES WITH RESPECT TO SUCH PRODUCTS OR SERVICES, AND YOU AGREE THAT YOUR SOLE REMEDY FOR BREACH OF WARRANTY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY, ALTERNATIVELY, YOU MAY SEEK A RETURN AND REFUND FOR SUCH PRODUCTS OR SERVICES FROM THE COMPANY IN ACCORDANCE WITH THE RETURNS AND EXCHANGES POLICIES POSTED ON THE WEBSITE.

XIV. REVISIONS TO THESE WEBSITE USE TERMS AND CONDITIONS

The Website’s Terms of Use may be revised at any time. You should visit this page from time-to-time to review the current Website Terms of Use because they are binding on you to the fullest extent permissible by applicable law. Certain provisions of the Website Terms of Use may be superseded by legal notices or terms located on particular pages of the Website. Your continued use of the Website after any changes to these Terms of Use are posted will be considered acceptance of those changes.

XV. APPLICABLE LAW

The law applicable to the interpretation and construction of these Terms of Use, and in any arbitration relating to any transaction (including purchases made on the Website) using or related to the Website, shall be the Federal Arbitration Act, applicable federal laws and the laws of the State of Florida, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal law relating to the arbitrability of claims. If any dispute arising from your use of the Website is found not to be arbitrable, or if the class action waiver is not enforceable, then ordinary choice of law rules will apply in any court proceeding in which the matter is adjudicated.

XVI. INDEMNIFICATION

You agree to indemnify, defend and hold harmless DELYX, LTD. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by

any third-party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference or your violation of any law or the rights of a third-party.

XVII. SEVERABILITY

In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

XVIII. TERMINATION

These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by ceasing your use of the Website. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms of Use for all purposes.

XIX. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

These Terms of Use and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and us and govern your use of the Website, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).

Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

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