Lytx
Surfsight Web Store
Terms and Conditions
These terms and conditions are
effective as of March 26, 2021.
Welcome to the Lytx Surfsight Web Store
(“Web Store”). Access to, and use of, this website and the Web Store are subject
to the terms and conditions listed below. Please read this information
carefully. Your use of this website and the Web Store, including the services
provided by this website, signifies your agreement to follow and be bound by
these terms and conditions. IF YOU DO NOT AGREE TO FOLLOW AND BE BOUND BY THESE
TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE, THE WEB STORE, OR ANY OF THE
SERVICES PROVIDED. BY USING THIS WEBSITE AND THE WEB STORE IN ANY MANNER,
INCLUDING BUT NOT LIMITED TO BROWSING THE WEB STORE AND ORDERING FROM THE WEB
STORE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE PRIVACY
POLICY. YOU AGREE THAT BY USING THIS WEBSITE AND/OR THE WEB STORE YOU REPRESENT
THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO
THIS AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.
Lytx, Inc., together with its
affiliates (collectively, “Lytx”, “we”, “us” and/or “our”), reserves the right
to discontinue providing any of the parts, products, programs and/or services available
through this website and/or the Web Store, to make changes or updates to this
website and/or the Web Store, or to the parts, products, programs and/or
services described in and/or available in the Web Store, or to these terms and
conditions at any time without further notice. Your continued access to this
website and/or use of the Web Store following such changes signifies your
acceptance of the revised terms and conditions. It is your responsibility to
review these terms and conditions periodically.
For the purposes of these terms and
conditions, (i) “Authorized Reseller(s)” shall mean an entity with a valid
contractual right to purchase and resell Lytx Surfight products and services,
either through a direct binding agreement with Lytx, or through a binding
agreement with an Authorized Reseller; and (ii) “End Customer” shall mean a
current end user of Lytx Surfsight products or services, with a valid
subscription purchased through an Authorized Reseller.
Orders and Purchases
Authorized Resellers
Authorized Resellers of Lytx who order parts and products through the Web
Store are subject to the terms and conditions of the existing Reseller
Agreement, or other similar agreement governing the purchase and resale of Lytx
products and services, in addition to the additional terms contained herein. Each order and purchase by an Authorized
Reseller through the Web Store shall be governed by these terms and conditions,
which will supercede the terms of the Reseller Agreement, or similar agreement.
Only standard purchases may be made on
Web Store. If your existing agreement
includes any unique terms, you must contact Lytx at webstore@lytx.com to take
advantage of any such special terms.
Other Customers
If you or your company are an End Customer, any orders and purchases made
by you through the Web Store will be governed by these terms and conditions.
Further, you represent and warrant that items purchased from the Web Store are
to be used in connection with Lytx Surfsight subscription services. By submitting an order to Lytx, you hereby
represent and warrant that you are authorized to make such purchases on behalf
of yourself or your company, as applicable.
Orders. All orders are binding and non-cancelable. Lytx
reserve the right at any time after receipt of your order, without prior notice
to you, to supply less than the quantity you ordered of any item. Lytx may
require additional verifications or information before accepting any order.
Your order is not accepted until Lytx ships the ordered products (or the
accepted portion thereof) or Lytx otherwise expressly accepts such order in
writing. For clarification, an order confirmation email shall not constitute
acceptance of the order. Notwithstanding the foregoing, you agree that, if Lytx
cancels all or a portion of your order or if Lytx provides you less than the
quantity you ordered, your sole and exclusive remedy is either (a) Lytx will
issue a credit to your credit card account in the amount charged for the
cancelled portion or the quantity not provided (if your credit card has already
been charged for the order) or (b) Lytx will not charge your credit card for
the cancelled portion of the order or the quantity not provided. The risk of
loss and title for items purchased by you through the Web Store pass to you
upon our delivery of the items to the carrier, which carrier shall be selected
by Lytx in its sole discretion. All
freight, insurance, and other shipping related expenses, including but not
limited to taxes and duties, shall be paid by you. The parts and products offered through the
Web Store are subject to availability and scheduling. Lytx does not ship to P.O. Boxes. If there is a material delay in the shipment
of your order, you will be offered other options or an opportunity to cancel
your order and receive a refund. Within
fifteen (15) days after delivery of any item to you, you must provide Lytx with
written notice of any discrepancy between the submitted order and the shipment
delivered.
Lytx Return
Policy
All Web Store
sales are final, non-returnable and non-refundable. If you have questions
regarding an order you placed online, please contact us via email at
orders@lytx.com.
Payment. You agree to pay Lytx for the amount of your
purchases, including all taxes associated with such purchases. If you provide credit card information to
Lytx for payment, you hereby represent and warrant that you are authorized to
make purchases with the credit card and authorize Lytx to charge such credit
card for the fees and payments due to Lytx. If the submitted payment
information is incorrect or the charge is not authorized by Lytx’s payment
processor, Lytx reserves the right to pursue any remedy that is available,
including without limitation the right to delay shipment or cancel the order. You
agree that Lytx and its affiliates shall have no liability related to the
exercise of these remedies. Unpaid invoices are subject to a finance charge of
1.5% per month on any outstanding balance, or the maximum permitted by law,
whichever is lower. You shall be responsible for all taxes associated with purchases
other than U.S. taxes based on Lytx’s net income. You shall be responsible for all costs and
expenses (including without limitation reasonable attorney fees and expenses)
incurred by Lytx in connection with any collection actions in which Lytx is the
prevailing party.
No
Warranties; Disclaimer of Warranties.
THE PARTS AND/OR PRODUCTS OFFERED FOR SALE THROUGH THE WEB STORE AND THE
TRANSACTIONS CONDUCTED THROUGH THE WEB STORE ARE PROVIDED BY LYTX ON AN
"AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, AS TO THE PARTS AND/OR PRODUCTS MADE AVAILABLE THROUGH THE
WEB STORE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OR TITLE. YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCTS AND
ASSOCIATED SERVICES ARE A DRIVER AID ONLY.
THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS
DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL. WHETHER THE PRODUCT OR SERVICE IS IN USE OR
NOT, THE DRIVER IS RESPONSIBLE TO AVOID A COLLISION. DRIVERS SHOULD NEVER WAIT FOR THE PRODUCT TO
PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS
PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND LYTX DISCLAIMS ANY AND
ALL LIABILITY RELATING TO ANY SUCH ACTIONS.
YOU SHALL DEFEND, INDEMNIFY AND HOLD LYTX AND ITS OFFICERS, DIRECTORS,
AGENTS AND EMPLOYEES HARMLESS FROM ALL DAMAGES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) RELATING TO THE
ACTION OR INACTION OF YOUR DRIVERS. If a
manufacturer’s warranty is available for any of your purchases, you acknowledge
and agree that your use and possession of any such part or product shall be
governed by the terms of such product manufacturer’s warranty, and you agree to
look solely to the manufacturer with respect to all applicable claims. The right to enforce all warranties made by
any such manufacturer are hereby, to the extent Lytx has the right, assigned to
you.
Limitation
of Liability. EXCEPT FOR
BODILY INJURY, IN NO EVENT WILL LYTX’S (INCLUDING ITS LICENSORS, SUPPLIERS, AND
DISTRIBUTORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS,
SAVINGS, USE, OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR
ANY THIRD-PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES
ARE FORESEEABLE. IN NO EVENT WILL LYTX
OR ITS LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY AMOUNTS
EXCEEDING THOSE ACTUALLY PAID BY YOU TO LYTX UNDER THIS AGREEMENT DURING THE ONE
(1) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES.
Typographical Errors
In the event
a part or product is listed at an incorrect price or with incorrect information
due to typographical error or error in pricing or product information, we shall
have the right to refuse or cancel any orders placed for the part or product
listed at the incorrect price. We shall have the right to refuse or cancel any
such orders whether or not the order has been confirmed and your credit card
charged. If your credit card has already been charged for the purchase and your
order is canceled, we shall immediately issue a credit to your credit card
account in the amount of the charge.
Privacy
You should carefully read our full
Privacy Policy at http://www.lytx.com/privacy-policy before using the Web Store as it is
hereby incorporated into these terms and conditions by reference.
Proprietary Rights
Unless otherwise noted, all information
and screens appearing on this website and/or in the Web Store, including
images, graphics, illustrations, design, icons, logos, images, photographs,
video, data, text, documents, services, site design and other materials that
are part of this website and/or the Web Store, as well as the arrangement
thereof (collectively, “Content”), are covered by copyrights, trademarks and/or
other intellectual properties owned, controlled or licensed to or by Lytx. This
website as a whole is protected by copyright and trademark, all worldwide
rights, titles and interest in and to which are owned by Lytx. All third party
trademarks, names and logos on this website are the property of their
respective owners and are used solely to refer to those companies’ goods and
services. All rights not expressly granted herein are reserved.
Except as otherwise required or limited
by applicable law, any reproduction, distribution, modification,
retransmission, or publication of any copyrighted Content is strictly
prohibited without the express written consent of the copyright owner or
licensor. Nothing contained on the website should be understood as granting you
a license to use any of the trademarks, service marks, or logos owned by Lytx
or by any third party.
Use of Web Store and Website
Subject to all of the terms and
conditions, you are authorized to use the Lytx Web Store and this website,
provided that:
1) you may not copy or otherwise
distribute any part or Content of the Web Store or website in any medium
whatsoever without the prior written authorization of Lytx;
2) you may not alter or modify any of
the Content found at the Web Store or this website unless otherwise expressly
indicated, nor attempt to pass off any Content found at the Web Store or this website
as your own;
3) you may not use, reproduce or
publicly display or perform, or distribute any of the Content within the Web
Store or this website, unless an authorized officer of Lytx has given you prior
written consent to do so;
4) you may not “mirror” or “frame” any
portions of the Web Store or this website in any other environment without
prior written consent from an authorized officer of Lytx;
5) you may not display or transmit Lytx
RSS feed content in a manner that does not permit successful linking to,
redirection to, or delivery of the applicable, official Lytx URL;
6) you may not insert any intermediate
page, splash page, or other content between the Lytx RSS link and the
applicable, official Lytx URL;
7) you will comply with the laws of the
United States and foreign countries regarding the use of the Content on the Web
Store and the website; and
8) you will otherwise comply with the
other terms and conditions herein.
You are prohibited from violating or
attempting to violate any security features of the Web Store or this website,
including, without limitation, (a) accessing Content or data not intended for
you, or logging onto a server or account that you are not authorized to access;
(b) attempting to probe, scan, or test the vulnerability of the Web Store or
this website, or any associated system or network, or to breach security or
authentication measures without proper authorization; (c) interfering or
attempting to interfere with service to any user, host, or network, including,
without limitation, by means of submitting a virus to the website, overloading,
“flooding,” “spamming,” “mail bombing,” or “crashing;” or (d) attempting to
modify, reverse-engineer, decompile, disassemble, or otherwise reduce or
attempt to reduce to a human-perceivable form any of the source code used by Lytx
in providing the Web Store or this website.
Lytx reserves the right to terminate
the access of any user in its discretion, including without limitation, users
who do not observe these terms and conditions and who infringe or otherwise
violate the rights of others. Any violation of system or network security may
subject you to civil and/or criminal liability.
Third-Party Materials on this website
The Web Store and this website may
contain materials, information and/or other Content from third parties and
licensors and suppliers to Lytx (collectively, “Third-Party Materials”). The
Third Party Content is, in each case, the copyrighted and/or trademarked work
of the creator/licensor. You agree to only display the Third Party Materials on
your personal computer solely for your personal use. You acknowledge and agree
that you have no right to download, cache, reproduce, modify, display (except
as set forth in this paragraph), edit, alter or enhance any of the Third Party
Material in any manner unless you have permission from the owner of the Third
Party Material. Access, use and download of all Third-Party Materials contained
in this website are subject to the Disclaimers set forth below in the section
entitled “Disclaimers and Limitations on Liability”. Unless expressly stated
otherwise, Lytx does not provide technical support for any materials posted on,
downloaded from or linked to/from this website.
Links to Third-Party Web Sites
Any links to third-party websites found
within this website are provided solely as an added convenience to you. Lytx
has neither reviewed the contents of these third-party websites nor does Lytx
claim any responsibility for the content or suitability of these third-party websites
and Lytx makes no express or implied warranty about the accuracy, copyright
compliance, legality, merchantability, or any other aspect of the content of
such links. The inclusion of links does not imply endorsement of the websites
by Lytx or any association with their operators.
Foreign Users
Third-Party Materials from this website
and commercial activities conducted through the Web Store and this website may
be subject to U.S. export controls. No Content or Third-Party Materials may be
downloaded, and no products may be purchased for use in, or otherwise exported
or reexported into (or to a national or resident of) Cuba, Iraq, Libya, North
Korea, Iran, Syria or any other country to which the United States has
embargoed goods, or to anyone on the U.S. Treasury Department’s list of
Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny
Orders. Similarly, a national of, resident of, or person located in such
locations is not permitted to engage in commercial activities on this website
(such as purchasing products or services or making payments). By engaging in
commercial activities through the Web Store or on this website, you represent
and warrant that you are not located in, under the control of, or a national or
resident of, any such country, or on any such list. Lytx makes no
representation that materials available in the Web Store or in this website are
appropriate or available for use in locations outside of the State of
California, Unites States of America. Those who choose to access this website
from other locations do so on their own initiative and are responsible for
compliance with local laws, if and to the extent local laws are applicable.
Disclaimers and Limitations on
Liability
YOU USE THE WEB STORE AND THIS WEBSITE
AT YOUR OWN RISK. THE WEB STORE AND THIS WEBSITE ARE PROVIDED AS IS WITHOUT ANY
EXPRESS OR IMPLIED WARRANTIES. LYTX HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST
EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR
NON-INFRINGEMENT. LYTX DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR
USEFULNESS OF ANY INFORMATION CONTAINED IN THE WEB STORE OR AVAILABLE ON THIS
WEBSITE.
LYTX DOES NOT GUARANTEE THAT THE WEB
STORE OR THIS WEBSITE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN
FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE WEB STORE AND THIS WEBSITE MAY
BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. LYTX
DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS
IN FUNCTIONING. FURTHERMORE, LYTX DISCLAIMS ALL LIABILITY FOR ANY
MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEB
STORE AND/OR THIS WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED
TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND
FOR ANY OTHER REASON.
TO THE FULLEST EXTENT PERMITTED BY LAW,
YOU AGREE THAT LYTX SHALL NOT BE LIABLE FOR DAMAGES TO YOU ARISING OUT OF OR IN
CONNECTION WITH YOUR USE OF THE WEB STORE OR THIS WEBSITE, INCLUDING WITHOUT
LIMITATION, DIRECT LOSS, LOSS OF BUSINESS OR PROFITS (WHETHER OR NOT LOSS OF
SUCH PROFITS WAS FORESEEABLE, AROSE IN THE NORMAL COURSE OF THINGS OR YOU HAVE
ADVISED LYTX OF THE POSSIBILITY OF SUCH POTENTIAL LOSS), DAMAGE TO YOUR
COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR ANY
OTHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES. This limitation
shall apply regardless of whether the damages arise out of breach of contract,
tort, or any other legal theory or form of action.
THE WARRANTY
DISCLAIMER AND LIMITATION OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN LYTX AND YOU. LYTX WOULD NOT BE
ABLE TO PROVIDE THE WEB STORE (INCLUDING THE PRODUCTS, SERVICES, AND CONTENT)
ON AN ECONOMICALLY ACCEPTABLE BASIS WITHOUT SUCH LIMITATIONS. THE WARRANTY
DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF LYTX’S
SUPPLIERS.
Indemnification
You agree to defend, indemnify and hold
harmless Lytx, its stockholders, officers, directors, employees and agents from
and against any and all claims, damages, losses, liabilities, costs, and
expenses, including but not limited to attorneys’ fees, arising from: (i) your
access to or use of the Web Store and/or this website; (ii) your infringement,
or infringement by any other user of your account, of any intellectual property
or other right of any person or entity; or (iii) your violation of any of these
terms and conditions. This indemnification obligation will survive your use of the
Web Store and/or this website and any termination, expiration or modification
of these terms and conditions.
Miscellaneous
You will resolve any claim, cause of
action or dispute (“claim”) you have with us arising out of or relating to the
use of the Web Store or this website, including any orders or purchases made
through the Web Store or these terms and conditions exclusively in a state or
federal court located in San Diego County, California and you consent to submit
to the exclusive jurisdiction and venue of such courts. The laws of the State
of California will govern these terms and conditions, as well as any claim that
might arise between you and us, without regard to conflict of law provisions.
If any provision of these terms and conditions
is held to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force and effect and the invalid, void, or
unenforceable provision shall be deemed modified so that it is valid and
enforceable to the maximum extent permitted by the law.
These terms and conditions, including
the Privacy Policy, constitutes the entire agreement between you and Lytx
regarding use of the Web Store. These
terms and conditions, including the Privacy Policy, supersedes any and all
prior oral and written understandings, communications and agreements regarding
use of this Web Store. If we fail to enforce any of these terms or conditions,
it will not be considered a waiver.
All of our rights and obligations
arising out of these terms and conditions are freely assignable by us.
None of these terms or conditions are
intended to confer any third party beneficiary rights.
You will comply with all applicable
laws when using or accessing the Web Store or this website.