Conditions of Use Terms and Conditions of Use Agreement
PLEASE READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.
PLEASE NOTE: YOU MUST BE 18 YEARS OLD OR OLDER IN ORDER TO PARTICIPATE ON OUR SITE.
This Agreement is entered into by and between you, the site User and/or Customer (hereinafter “You”, “Your”, "User", or “Customer”), and Dali Studios, Inc. DBA Dali Decals, a corporation (hereinafter "Supplier"), located at 3500 Beachwood CT, STE 103 Jacksonville, FL 32224.
User and Supplier may be referred collectively as “Parties”, or individually as “Party”.
Retailer is a manufacturer and provider of a variety of products and services, including but not limited to, graphic design and consulting services, installation services, vinyl decals, and digitally printed products for use indoors and outdoors for decorative, display and marketing purposes, for both businesses and consumers.
Supplier provides its website (hereinafter "Site"), products (hereinafter “Products” or “Items”) and services (hereinafter “Services”), to You, subject to this user agreement (hereinafter "Agreement"). If You do not agree with any of the terms of this Agreement, do not access or otherwise use this Site or any information contained on this Site. Your use of this Site shall be deemed to be Your agreement to abide by each of the terms set forth below.
This Agreement constitutes the entire and only agreement between You and Supplier, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, Products or services provided by or through the Site, and the subject matter of this Agreement.
Supplier may at its sole discretion change, modify, or otherwise update this agreement at any time by posting an updated user agreement on this Site and Supplier may send registered users an email notice of the changes. If any modification is unacceptable to You, You shall cease using this Site. If You do not cease using this Site, You will be conclusively deemed to have accepted the changes. If You have any questions about the Agreement, You may contact us at firstname.lastname@example.org.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You of any such matters or any part of the Site, except as allowed by Section 5, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
By becoming a member, You confirm that the information provided is true and that You agree to abide by the Terms and Conditions of use of this Site. Please note that Your membership can be cancelled without notice if it is determined that false or misleading information has been provided, the Terms and Conditions of use have been violated, or other abuses have occurred as determined by Supplier at its sole discretion. If membership has been revoked, Supplier reserves the right to refuse application or readmission to the membership program.
5. Limited Right to Use
The viewing, printing or downloading of any content, graphic, form or document from the Site grants You only a limited, nonexclusive license for use solely by You for Your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical.
Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable and may only be used by you.
The information from or through the Site are provided "as-is," "as available," and all warranties, express or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). The information and services may contain bugs, errors, problems or other limitations. Supplier and Affiliated Parties have no liability whatsoever for Your use of any information or service. In particular, but not as a limitation, Supplier and Affiliated Parties are not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The negation of damages set forth above are fundamental elements of the basis of the bargain between us. This site and the information would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through the site shall create any warranty, representation or guarantee not expressly stated in this agreement.
All responsibility or liability for any damages caused by viruses or other harmful software and/or coding contained within any electronic files of Supplier and/or Affiliated Parties is disclaimed. Supplier will not be liable to You for any incidental, special or consequential damages of any kind that may result from use of or inability to use our Site. Our maximum liability to You under all circumstances will be equal to the purchase price you pay for any goods, services or information.
9. Use of Information
10. Products and Site Purpose
You hereby acknowledge that the use of our Products and/or Site is solely for decorative, informational and/or advertising purposes only and is not intended for use by children.
12. Return Policy
Our Return Policy, available at http://dalidecals.com/Return-Policy-Dali-Wall-Decals.html, as it may change from time to time, is a part of this Agreement. Due to the nature of our online site, and the products listed, we have a strict return policy.
13. Processing Policy
Our Processing Policy, available at http://dalidecals.com/Processing-Policy-Dali-Wall-Decals.html, as it may change from time to time, is a part of this Agreement. Due to the nature of our online site, and the products listed, we have a strict processing policy.
Resellers and wholesalers do not qualify for any promotional discounts.
You represent and warrant that if You are purchasing Product(s) from Supplier that (i) any credit card information You supply is true, correct and complete, (i) charges incurred by You will be honored by Your credit card company, and (iii) You will pay the charges incurred by You at the posted prices, including any shipping fees and applicable taxes.
In the event that Supplier receives a notification of a credit card dispute and/or chargeback initiated by the Customer and Supplier believes all charges are legitimate and not fraudulent, Supplier will gather necessary information and documents to contest the claim.
15. Discounts and Promotions
Resellers and wholesalers do not qualify for any promotional discounts.
16. Customer Verification
Supplier reserves the right to contact a Customer or User via email to verify the accuracy of account information (including the Customer or User's correct name and address) that is needed to provide the Customer or User with the information he or she requested from Supplier.
17. Customer Service
Supplier strives to provide outstanding customer service. Supplier maintains standard hours of operation of Monday through Friday from 9 AM EST to 5 PM EST. From time to time, Supplier may have staff on hand to assist with after hours customer service, including answering the phones as well as checking and responding to correspondence from customers. Supplier reserves the right to set or change hours of operation, and may close early on occasion at Supplier’s sole discretion. Supplier honors all holidays according to the UPS Holiday Schedule of the corresponding year, and reserves the right to honor additional holidays at Supplier’s sole discretion.
Supplier will provides dedicated email for customers to use for means of contacting Supplier with questions regarding orders, customizations, order status, shipping status, and any other questions they may have. Supplier will maintain all email correspondence on a regular basis, and will strive to respond to customers as soon as possible, within a 24-48 hour period when capable.
Supplier is not responsible for email delivery issues and does not guarantee email delivery in any way. This includes but is not limited to incorrect email addresses, spam blockers on the Customer’s system, blocks from ISPs, full Customer inboxes, or other issues that may cause an email to be returned, rejected, or bounced.
Supplier provides a dedicated toll free number for customers to use for means of contacting Supplier with questions regarding products, orders, customizations, order status, shipping status, and any other questions they may have about the products. Supplier will respond to all voicemails via telephone or email, if provided, as soon as possible, within a 24-48 hour period. Supplier is not responsible for responding to voicemail if contact number left by Customer is incorrect or unclear, or if Customer is located outside of North America.
18. Lapsed Accounts
In order to keep the Supplier membership roster current, if a Customer or User does not access his or her account for a period of ninety (90) days or more, Supplier may, in its sole discretion, terminate such Customer or User's account. Supplier may endeavor to notify a Customer or User of Supplier intent to terminate such Customer or User's account by notice to such Customer or User's provided email address prior to deactivation. If the Customer or User fails to respond to such email notice, such Customer or User's account will be terminated as noted above. Therefore, Supplier strongly recommends that all Customers or Users keep their accounts and contact data current and in use. While Supplier desires to prevent active accounts from being terminated prematurely, Supplier has no obligation to maintain accounts that appear to Supplier to have been abandoned. Each Customer or User agrees that failure to access his or her account for ninety (90) days or more conclusively indicates that such Customer or User's account has been abandoned and that the account may therefore be terminated.
All information submitted to Supplier, including but not limited to, emails, attachments, pictures, files, suggestions, ideas, notes, concepts and other information you may from time to time send to Supplier (collectively, "Submissions") shall be deemed and shall remain Supplier’s sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.
20. Third-Party Services
Supplier may allow access to or advertise third-party merchant products and/or sites ("Merchants") from which you may purchase or otherwise obtain certain goods or services. You understand that Supplier does not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. Supplier is not a party to the transactions entered into between you and Merchants. You agree that use of such merchants is at Your sole risk and is without warranties of any kind by us, expressed, implied or otherwise including warranties of title, fitness for purpose, merchantability or non-infringement under no circumstances is Supplier liable for any damages arising from the transactions between You and Merchants or for any information appearing on Merchant sites or any other site linked to our site.
All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
21. Links to Other Web Sites
The Site contains links to other Web sites. Supplier is not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by Supplier. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked site by Supplier. If You decide to leave Supplier’s Site and access these third-party sites, you do so at your own risk.
22. Securities Laws
This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for Supplier’s Products or services, as well as Supplier’s intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond Supplier’s control. When used on Supplier’s Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
23. GENERAL PROVISIONS
23.01. Force Majeure
Supplier shall not be liable in any respect for failure to ship or for delay in shipment of Products pursuant to accepted orders where such failure or delay shall have been due wholly or in part to the elements, acts of God and/or nature, acts of Customer and/or User, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, war, armed hostilities, riots, strikes, lockouts, breakdown, differences with workers, accidents to machinery, delays in transportation, delays in delivery by a materials supplier or any other cause beyond the reasonable control of Supplier. Upon such occurrence, Supplier shall immediately notify Customer and/or User as soon as practicable of such inability and of the period for which such inability is expected to continue.
23.02. Limitation of Liability
Under no circumstances including, without limitation to its own negligence, shall Supplier or its parents, subsidiaries, officers, employees, affiliates, directors, agents, suppliers, or any other party involved in creating, producing, transmitting, or distributing Supplier’s services be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Supplier has been advised of the possibility of such damages), resulting from: (a) the use or inability to use Supplier’s services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the supplier’s services; (c) unauthorized access to or alteration of transmissions or data; (d) statements or conduct of any third party on the site or (e) any other matter relating to the Supplier’s services. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply in those jurisdictions. In such jurisdictions, liability is limited to the fullest extent permitted by law.
You specifically acknowledge that Retailer shall not be liable for content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
All responsibility or liability for any damages caused by viruses or other harmful software and/or coding contained within any electronic files of Supplier and/or Affiliated Parties is disclaimed. Supplier will not be liable to You for any incidental, special or consequential damages of any kind that may result from use of or inability to use our Site.
Supplier’s maximum liability to You under all circumstances shall not exceed the purchase price paid for any goods, services or information.
Customer and/or User shall indemnify, defend and hold Supplier, and our partners, attorneys, staff and affiliates (collectively, "Affiliated Parties") harmless from and against any damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements and court costs) as a result of, or arising from, any claim (a) that the Products supplied and/or Site hereunder infringe any patent or valid copyright of a third party; (b) the Products supplied and/or Site hereunder have caused bodily injury or property damage; (c) any representations or warranties made by Supplier to Customer or User which exceed the scope of the representations or warranties made by Supplier to Customer or User pursuant to this Agreement; and/or (d) contradict the documentation and/or information made available to Customer or User by Supplier regarding specifications, performance and intended use of the Products and/or Site. Should any Product delivered hereunder become or, in Supplier's opinion be likely to become, the subject of such a claim under subsection (a), above, Supplier may, at its option, either procure for Customer the right to purchase such Products, or replace or modify such Products so that they become non-infringing. In any such event, Supplier may withhold shipments of infringing or potentially infringing Products.
Supplier shall have no liability or obligation hereunder, including but not limited to, any claim based upon use of the Site or Products by Customer or User in combination with devices or sites and products not purchased hereunder, use of Site and Products by Customers or Users in applications or environments for which such Products were not designed and/or specified, and/or modifications of the Products by anyone other than Supplier.
23.04. Assignment and Corporate Reorganization
Neither this Agreement nor any rights granted hereby may be assigned by either party voluntarily or by operation of law without the other party's prior written consent (which will not be unreasonably withheld) and any such attempted assignment shall be null and void. For purposes of this Agreement, "assignment" shall be deemed to include the transfer of all or substantially all of the assets of, or a majority interest in the voting stock of, either party, or the merger of either party with one or more entities.
23.05. Applicable Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to the conflict of law provisions thereof and venue shall lie in Duval County, Florida. You agree that all actions or proceedings arising directly or indirectly out of this agreement, or Your use of the site or any samples or products obtained by You through such use, shall be litigated in the Circuit Court of Duval County, Florida or the United States District Court for the District of Florida . You are expressly submitting and consenting in advance to such jurisdiction in any action or proceeding in any of such courts, and are waiving any claim that the Circuit Court of Duval County, Florida or the District of Florida is an inconvenient forum or an improper forum based on lack of venue. This site is created and controlled by supplier, in the state of Florida, United States of America. As such, the laws of Florida will govern the terms and conditions contained in this agreement and elsewhere throughout the site, without giving effect to any principles of conflicts of laws.
23.06. Entire Agreement
This Agreement constitutes the entire agreement between Supplier and Partner and shall not be amended, altered or changed except by a written agreement signed by the Parties hereto. Any terms and conditions in any purchase order or other instrument issued by Partner or Supplier or any of Partner's Customers in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on either party and shall not be deemed to amend or modify this Agreement. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein.
23.07. Rights, Remedies, and Waivers
All rights and remedies of either Party hereunder shall be cumulative and may be exercised singularly or concurrently. The failure of either Party, in any one or more instances, to enforce any of the terms of this Agreement shall not be construed as a waiver of future enforcement of that or any other term.
No delay or omission on the part of either Party to this Agreement in requiring performance by the other Party or in exercising any right hereunder shall operate as a waiver of any provision hereof or of any right or rights hereunder; and the waiver, omission or delay in requiring performance or exercising any right hereunder on any one occasion shall not be construed as a bar to or waiver of such performance or right, or of any right or remedy under this Agreement, on any future occasion. A waiver must be in writing, executed by the Party against which enforcement is sought, in order to be enforceable.
Whenever, by the terms of this Agreement, notice, demand or other communication shall or may be given to either Party, the same shall be in writing and shall be addressed to the other Party at its address first set forth above, or to such other address or addresses as shall from time to time be designated by written notice by either party to the other in accordance with this Section 20.07 (Notices). All notices shall be sent by registered or certified mail, return receipt requested, by delivery or by UPS, FedEx, or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed, on the tenth business day following the mailing thereof, or (ii) if sent by courier or if delivered, the date of its receipt (or, if such day is not a business day, the next succeeding business day).
23.09 Section Heading
Section headings are for descriptive purposes only and shall not control or alter the meaning of this Agreement.
If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless removal of the invalidated provision renders another provision impossible to perform or inconsistent with the intent of the Parties.