Terms of Use - DCL Inc

PLEASE READ THE FOLLOWING CAREFULLY

IMPORTANT! These Terms of Use govern your use of this site (“Site“) which is owned and operated by DCL International Inc. (“DCL“). Any user of this Site must accept these Terms of Use without change. BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE AND ALL RELATED POLICIES AND GUIDELINES OF THIS SITE.

These Terms of Use or any other policies or guidelines governing the Site are subject to change by DCL at any time in its sole discretion. Any changes will be effective upon the posting of the revisions on the Site. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. Your continued use of this Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

1. Access To This Site
  1. To access this Site or some of the resources it has to offer (including the purchase of certain DCL products available through the Site)(“Products”), you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information that you provide to this Site will be correct, current, and complete. If DCL believes that the information you provide is not correct, current, or complete, DCL has the right to refuse you access to this Site or any of its resources, and to terminate or suspend your access at any time. However, DCL has no obligation to verify the accuracy, currency completeness or usefulness of any information that you have provided.
  2. Certain sections of this Site are only accessible with the use of a username and password that may be provided to you by DCL upon your completion of DCL’s user registration form located at www.dcl-inc.com. Once you have completed this form, you may wish to email it to www.dcl-inc.com. Alternatively, you may also choose to register offline by contacting DCL’s sales manager by telephone at (905) 660-6450. Upon submission of the user registration form to DCL and DCL’s subsequent review and approval of your application, DCL may provide you, at its sole discretion, which may be unreasonably withheld, with a username and password via electronic mail to the address submitted by you to access the secure sections of this Site.
  3. In order for you to access the secure portions of the Site and to order Products from the Site, DCL requires that you be qualified to enter a legal contract. DCL will not enter into agreements with persons who are not at least eighteen (18) years of age. You will be held responsible for keeping all billing data for DCL accurate and up-to-date. Any false data supplied in connection with any dealings between DCL and you will be grounds for termination of your username or password. DCL may terminate your username or password immediately by giving notice in writing, in the event that you present an abnormal risk of loss as determined by DCL in its sole discretion. If DCL cancels your username or password for any reason, you agree not to attempt to reregister without DCL’s prior written consent.
2. Sale of Goods
  1. In addition to these Terms of Use, you acknowledge that any and all purchase and sale of goods of the Products listed on this Site shall be governed by certain Terms and Conditions of Sale, which you may choose to review now in advance of any purchase.
  2. While DCL attempts to be as accurate as possible regarding its Products, and to ensure that all information contained on the Site is accurate and up-to-date, DCL does not warrant that the descriptions of the Products, proposed delivery timetables, pricing and other content of this Site regarding the Products is accurate, complete, reliable, current or error-free. The description and pricing of the Products are subject to change at any time. While commercially reasonable efforts are made to ensure that all Products will be in stock and be ready to ship, backlog, unexpected demand and unforeseen events may lead to delays in shipment and all orders are subject to Product availability.
  3. You understand and agree that the Products made available to you on this Site are subject to specific Product Warranties and other than as described in the applicable Product Warranties DCL assumes no responsibility for the quality, accuracy or completeness of any Product made available to you through the Site. You acknowledge that any reliance on the Site or the Products will be at your own risk and that you must evaluate and bear all risks associated with the acquisition of the Products.
3. Restrictions on Use
  1. You may use this Site for your own internal business purposes as expressly permitted by this Site. You may not use this Site for any other purpose, including any commercial purpose, without DCL’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co brand this Site; (ii) frame this Site; or (iii) hyperlink to this Site, without the express prior written permission of an authorized representative of DCL. For purposes of these Terms of Use, “co branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site or which may confuse a user as the nature of the relationship between any party and DCL. However, from time to time DCL does allow third parties to hyperlink to this Site, and we do encourage you to contact info@dcl-inc.com if you are interested in obtaining this right. You agree to cease and desist causing any unauthorized co-branding, framing or hyperlinking upon notice from DCL and at all times you will cooperate with DCL following DCL’s discovery of any such illegal activity.
4. Proprietary Information
  1. The Site and any other Word Wide Websites owned, operated or licensed by DCL accessible from this Site, contain text (including descriptions of the Products), graphics, photos, software, logos, icons and other materials (“Site Content“) furnished by DCL. The Site Content is protected under Canadian copyright, patent and trade-mark laws and other laws of Canada and other nations. All Site Content, including the collection, arrangement, and assembly of such content, other than the Third Party Content described in Section 5 of these Terms of Use, is the exclusive property of DCL. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Site Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of DCL. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of DCL or allow any third party to access the Site Content. The restrictions set out herein shall not apply to the limited extent the restrictions are prohibited by applicable law.
  2. Permission is granted to you to download and make one printed copy of the Site Content for your own private, non-commercial use only, without alterations, so long as the following copyright notice is included: “Copyright © 2005 DCL International Inc. All rights reserved.” You do not acquire any ownership rights by downloading Site Content from the Site.
  3. Trade-marks, service marks, and logos appearing in this Site are the property of DCL or the party that provided the trade marks, service marks, and logos to DCL. DCL and any party that provided trade-marks, service marks, and logos to DCL retain all rights with respect to any of their respective trade-marks, service marks, and logos appearing in this Site. Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark displayed on this Site.
5. Third Party Content
  1. This Site may also contain information or materials (“Third Party Content“) that is owned or provided by persons other than DCL (“Third Party Providers“). DCL makes no representations or warranties with respect to such Third Party Content and does not undertake to conduct any independent investigation of Third Party Content. Inclusion of information or materials from third parties on this Site does not mean, unless expressly stated otherwise, that DCL or any of its affiliates endorse or agree with such information or materials.
  2. You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.
  3. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You shall use your best efforts to stop any such copying or distribution immediately after you become aware of such use.
  4. You are granted a limited license to display on your computer, download, use and make one printed copy of the Third Party Content for your own private, non-commercial use only, so long as (i) you do not modify any such Third Party Content; and (ii) you ensure that any copyright or trade-mark notices contained in the specific Third Party Content are retained. Nothing in this limited license confers any ownership rights in the Third Party Content from any third party who has ownership rights in the Third Party Content available on the Site.
  5. The rights and limitations in this Section 5 are for the benefit of each Third Party Provider, each of which shall have the right to enforce its rights under this section directly and on its own behalf.
6. Hyperlinks
  1. This Site contains hyperlinks to other sites that are not maintained by, or related to, DCL. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by DCL of, any affiliation with or endorsement by the owner of the linked site. DCL has no control over such third party sites. DCL is not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to the Site. DCL does not assume responsibility for the accuracy, completeness, accessibility and usefulness of the information, data, opinions, advice or statements contained at such sites and your access and use of such third party sites, including any information, material, products and services therein, is solely at your own risk. DCL accepts no liability for any indirect, incidental, special, consequential, punitive or other losses or damages of whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or services available on or through any such linked website. You also understand and agree that DCL’s Privacy Policy is applicable only while you are using the Site. Once you are linked to another website, you should read the privacy statement of that website before disclosing any personal information.
7. Conduct and the Use of Email and the Site/Submissions
  1. DCL expects that you will access and use the Site in a professional, responsible and business-like manner in accordance with applicable laws. As a visitor to the Site, you may have the opportunity to submit questions or other information regarding the Products or otherwise or otherwise engage in dialogue with representatives of DCL through the sending of email to the Site. DCL welcomes your content and other information communicated to DCL by you through this Site (collectively, a “Submission“) so long as such Submissions are not obscene, illegal, threatening, defamatory, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties and does not consist of or contain software viruses, commercial solicitation, or any form of “spam”. You are prohibited from using a false e-mail address, from impersonating another person or entity, or otherwise misleading DCL as to your identity when you are on the Site or otherwise providing a Submission to DCL.
  2. DCL will treat any personal information that you submit through this Site in accordance with its Privacy Policy.
8. Privacy Policy
  1. Please click here to read and review DCL’s Privacy Policy, which describes DCL’s privacy policies and practices in detail, as such statement may be amended from time to time by DCL. DCL advises you to check the Privacy Policy on a frequent basis for changes. By agreeing to these Terms of Use, you acknowledge and agree that certain information about you is subject to DCL’s Privacy Policy.
9. Disclaimer of Warranties/Limitation of Liability
  1. You understand that DCL cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. DCL does not assume any responsibility or risk for your use of the Internet.
  2. You, and not DCL, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this Site, its Content or the Products. Any Site Content or Third Party Content (collectively, “Content“) downloaded or otherwise obtained through your use of the Site is used by you at your own risk and you will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of such material. DCL does not represent or warrant that the Content, the Site, its servers or email sent from the Site are free from viruses or other harmful components.
  3. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. UNLESS OTHERWISE SPECIFIED, EVERYTHING ON THE SITE, INCLUDING THE CONTENT AND THE PRODUCTS AVAILABLE THROUGH THIS SITE, IS, SUBJECT TO THE PRODUCT WARRANTIES, PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUBJECT TO THE PRODUCT WARRANTIES, DCL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTENDED OR GIVEN, OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE FOR THE SITE AND THE PRODUCTS.
  4. DCL MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY OR APPROPRIATENESS OF THE SITE, THE CONTENT OR THE PRODUCTS OR THEIR USEFULNESS FOR YOUR PURPOSES. FOR GREATER CLARITY, DCL DOES NOT REPRESENT OR WARRANT THAT (I) THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (II) THAT ANY DEFECTS IN THE CONTENT WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE USE OF THE CONTENT AND THE SITE WILL BE TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE CONTENT, THE SITE OR ANY PRODUCTS OBTAINED THROUGH THE SITE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; OR (V) THE QUALITY OF ANY CONTENT OR ANY PRODUCT OBTAINED BY YOU THROUGH YOUR USE OF THE SITE WILL MEET YOUR EXPECTATIONS. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND DCL MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.
  5. IN NO EVENT SHALL DCL, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF INCOME, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC LOSS ARISING FROM: (I) YOUR USE OR INABILITY TO USE THE SITE, THE CONTENT OR ANY PRODUCT OBTAINED THROUGH THE SITE OR ANY SITE TO WHICH YOU HYPERLINK FROM THE SITE; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE CONTENT OR ANY PRODUCT VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT OR PRIVACY RIGHT; (III) ANY FAILURE OF PERFORMANCE OF THE SITE OR THE CONTENT, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; OR (IV) ANY OTHER MATTERS RELATING TO THIS SITE, ANY SUBMISSIONS, THE CONTENT OR THE PRODUCTS, BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT SUCH DCL HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES.
  6. DCL DISCLAIMS ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
10. Indemnity
  1. You agree at all times to indemnify, defend and hold harmless DCL, its directors, officers, shareholders, employees, Third Party Providers, agents, successors and assigns (the “Indemnified Parties“) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of the Site, the Content, the Products, from Submissions that you post to, submit or transmit through the Site or from your violation of these Terms of Use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the Content, the Site or the Products.
11. Security
  1. Any usernames and passwords used for this Site are for individual use only. You will be responsible for the security of your username and password. DCL will be entitled to monitor your username and password and, at its discretion, require you to change them. If you use a username or password that DCL considers insecure, DCL will be entitled to require the username or password to be changed and/or terminate your account.
  2. You further agree not to disclose your password to any other person and DCL will not be responsible for the unauthorized use of your profile by any other person and are under no obligation to confirm the actual identity of any password. You also agree to change your password on a regular basis in order to reduce the potential for unauthorised third party use and agree to notify DCL immediately upon becoming aware of any known or suspected unauthorized use(s) of the your password to gain access to your profile, or any known breach of security, including loss, theft or unauthorized disclosure of your password or account or any other breach of security, via e-mail to info@dcl-inc.com if at any time your password or username is, or you believe it has been, lost, stolen, disclosed, or otherwise compromised. DCL cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions.
  3. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, DCL reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. DCL reserves the right to investigate suspected violations of these Terms of Use.
  4. DCL reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing DCL to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. By accepting this Agreement you waive, and hold DCL harmless from, any claims resulting from any action taken by DCL during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either DCL or law enforcement authorities.
12. Violations
  1. Please report any violations of these Terms of Use to DCL at info@dcl-inc.com.
13. Applicable Law
  1. These Terms of Use and any disputes related thereto or related to the Site, the Products and the Content shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. You agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of the Site, the Content and the Products will be filed solely in a court located in Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action. Sections 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 14, 15, 16, 18, 19, 20, 22 and this Section 13 shall survive any termination of these Terms of Use for any reason.
14. Termination
  1. You acknowledge and agree that these Terms of Use shall remain in effect for so long as you use this Site. You agree that this agreement can only be terminated by you once you have stopped using the Site. DCL reserves the right to terminate your use of the Site at any time, for any reason, with or without cause, if DCL believes that you are violating these Terms of Use in any way. DCL may also terminate your password on the Site at any time, with or without cause or notice, for any reason. If you wish to terminate your account, you many choose to cease your use of the Site or to send DCL notification by e-mail at info@dcl-inc.com . DCL shall not be responsible for maintaining or returning Submissions or your password. You acknowledge that any termination of this agreement will not discharge you of any of your obligations to pay for any outstanding fees, charges or penalties owed to DCL at the time of termination.
15. Entire Agreement
  1. These Terms of Use, the Terms and Conditions of Sale, Privacy Policy and any other legal notices, policies and guidelines of DCL linked to these Terms of Use constitute the entire agreement between you and DCL relating to your use of this Site and the Products and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms of Use may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
16. No Agency; Third Party Beneficiary
  1. DCL is not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of DCL, you, and relying Third Party Providers.
17. Assignment
  1. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without the prior written consent of DCL.
18. Severability
  1. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
19. No Waiver
  1. DCL will not be considered to have waived any of its rights or remedies described in these Terms of Use unless the waiver is in writing and signed by DCL. No delay or omission by DCL in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. DCL’s failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of DCL’s right to subsequently enforce such provision or any other provisions of these Terms of Use.
20. Headings
  1. The headings used in these Terms of Use are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms of Use.
21. Electronic Communications
  1. When you visit the Site or send e-mail to us, you are communicating with DCL electronically. You consent to receive communications from DCL electronically. DCL will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that DCL provides electronically satisfy any legal requirement that such communications be in writing.
22. Language
  1. You agree that English will be the language of the Site and of all transactions occurring in connection with the Site, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms of Use have been drawn up in English. C’est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s’y rattachent soient rédigés en anglais.

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