Product Subscription Program Terms and Conditions

2.1 Program Products. Diono’s Program Products include the Radian® 3RXT® SafePlus. Diono reserves the right to modify, terminate, or otherwise amend the Program Products included in the Program at any time and Diono’s own discretion.

3.1 Subscription Term. Your Subscription shall be for a minimum of six (6) months and automatically renew for [12 months] (the Subscription Term), until either You or Diono gives the other party written notice of termination of Your Subscription.

4.1 Subscription Fees. During the Subscription Term, You will be responsible for Subscription Fees totaling: (a) $9.99 a month for a minimum Subscription Term of six (6) months; or (b) $99.99 annually. Should You be in a monthly Subscription Fee payment program under Your Subscription, and You terminate Your Subscription within the first six (6) months of the Subscription Term, You will be charged Subscription Fees owed for the remainder of such six (6)-month period.

5.1 Benefits. Subject to Your compliance with these Subscription Terms, Your benefits under the Program will include:

(a) savings on the MRSP value on Program Products purchased from Diono’s website (diono.com; the Website);

(b) a ten (10) year warranty on any Program Product purchased so long as Your Subscription remains active (such Program Product shall otherwise be subject to warranty rights and restrictions provided the Warranty Policy);

(c) a new Program Product seat cover annually during the Subscription Term, to be sent to You by Diono during the last month of each year of the Subscription Term;

(d) periodic Program-only promotions and benefits provided by Diono, at Diono’s discretion, to Program members.

6.1 Checkout. To acquire a Program Product at a preferred Program rate during Your Subscription sign-up process, You must select a Subscription plan on the product page. Thereafter, to acquire products using your discount benefit You must login to the Website and purchase the Products under Your account.

6.2 Limitations of Use. Your purchase of Program Products under the Program during the Subscription Term is solely for Your own personal use.

7.1 Diono’s Responsibilities. Diono will use Commercially Reasonable Efforts to ensure that the Program Products are made available to You during the Subscription Term. Commercially Reasonable Efforts does not refer to any unavailability, suspension, or termination of any Program Product that is caused by any act or omission outside of Diono’s control, including without limitation any force majeure event.

7.2 Your Responsibilities. You are responsible for: (a) Your compliance with these Subscription Terms, and the accuracy, quality and truthfulness of information You provide to Diono under the Program, which includes without limitation, any information You provide during Your purchase of a Program Product under the Program; and (b) using a Program Product only in accordance with these Subscription Terms, the Policies, and all applicable laws and regulations.

8.1 Subscription Fee Billing Cycle. Your Subscription Fees will be billed to You at the beginning of Your Subscription Term, and if You are in a monthly Subscription Fee payment program under Your Subscription, each calendar month thereafter until Your Subscription is terminated. Diono reserves the right to change the timing of Subscription Fee billing cycles, especially if Your Subscription Fees are late or overdue.

8.2 Subscription Fee Changes. Diono reserves the right to adjust Subscription Fee amounts in any manner and at any time in Diono’s sole discretion. Except as otherwise expressly provided for in these Subscription Terms, any price changes to Your Subscription Fees will take effect following Diono’s e-mail notice to You.

8.3 Taxes and Other Fees. You may be subject to taxes and foreign currency exchange fees for any Subscription Fee payments, and Program Products purchased through the Program. You agree to pay all taxes and foreign exchange fees associated with Your Subscription Fees, and the purchase of Program Products through the Program.

9.1 Your Termination. You may terminate Your Subscription upon thirty (30) days-notice to Diono. If You are in a monthly Subscription Fee payment program under Your Subscription, any monthly Subscription Fees remaining for the remainder of the initial six (6)-month period of the Subscription Term will be due and owing upon such termination.

9.2 Termination by Diono. Diono may terminate Your Subscription if You fail to cure any breach of these Subscription Terms, including without limitation a failure to pay any Subscription Fees when due, within thirty (30) days after notice from Diono.

9.3 Effect of Termination. Upon termination of Your Subscription, You will have no rights under the Program, including without limitation, any benefits detailed under Section 5 of these Subscription Terms.

10.1 Indemnification. You shall indemnify and hold harmless Diono, its affiliates, members, officers, directors, employees, and agents from and against all claims, causes of action, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with Your breach of any terms of these Subscription Terms or any Policy.

11.1 Governing Law and Jurisdiction; Venue. All matters relating to these Subscription Terms, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule. You and Diono will conduct friendly negotiations to resolve any dispute arising from or out of these Subscription Terms, which may include mediation if requested by either party. Should mediation fail, You and Diono irrevocably consent to resolve any dispute or conflict arising out of or relating to the Subscription Terms by binding arbitration in Seattle, Washington by one (1) arbitrator at JAMS Alternative Dispute Resolution, and in accordance with the American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures. Any judgment resulting from such a proceeding will be enforceable in any applicable state or federal Court. The party substantially prevailing in any such proceeding will be entitled to recover all costs and expenses of such proceeding, including reasonable attorney’s fees and costs.

11.2 Assignment. These Subscription Terms will be binding on and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. Except as otherwise provided herein, You shall not assign or transfer any right or obligation under these Subscription Terms without the prior written consent of Diono, and any attempted assignment without Diono’s prior written consent will be null and void. Diono may transfer any rights or obligations under these Subscription Terms without Your prior consent, written or otherwise.

11.3 Relationship of the Parties. You and Diono agree that no joint venture, partnership, employment, or agency relationship exists between You and Diono as a result of Your Subscription or participation in the Program.

11.4 Completeness and Severability. The Subscription Terms constitutes the entire agreement between You and Diono concerning Your Subscription. If any provision of these Subscription Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Subscription Terms, which remain in full force and effect.

11.5 Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in the Subscription Terms refer to these Subscription Terms as a whole and not to any particular provision of these Subscription Terms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. Unless the context in which used herein otherwise clearly requires, or has the inclusive meaning represented by the phrase and/or. All incorporations by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into these Subscription Terms as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements.

11.6 Waivers. A waiver of any term of these Subscription Terms will not be a further or continuing waiver of such term or any other term of these Subscription Terms, and Diono’s failure to assert any right or provision under these Subscription Terms does not constitute a waiver of such right or provision.

12.1 Changes and Modifications. Diono reserves the right to amend or change these Subscription Terms at any time without prior notice, including without limitation the right to discontinue the Program or portions thereof. If Diono makes any material changes to these Subscription Terms or terminates the Program, Diono may notify You of such events by e-mail or post notices on the Website.

2.1 Replacement Application. To obtain an exchanged New Product under the Program, a Customer must submit a application via Diono’s online portal (Application) that includes the following information and documentation:

• Customer’s name, mailing address, e-mail address, and phone number;
• One or more photographs of the Customer’s automobile after the Crash;
• One or more photographs of the Original Product after the Crash;
• A detailed description of the Crash, namely, damage to the Customer’s automobile and Original Product, location of the Crash, and other relevant information;
• Copy of the Police Report; and
• The serial number and manufacturing date of the Original Product.

2.2 Product Inspection. Should Diono initially approve an Application under the Program, Diono will notify Customer that they must ship their Original Product to Diono for evaluation. Customer must then send the Original Product to Diono for testing and evaluation. Any damages or loss to the Original Product in transit to Diono will be borne entirely by the Customer.

3.1 Evaluation; Additional Inquiries. Determining whether a Customer’s Crash is significant, whether the Original Product is materially damaged, and whether Customer has fulfilled all of the other requirements and obligations under this Exchange Policy to qualify for a New Product is entirely at Diono’s own discretion. Submitting an Application does not automatically result in a New Product exchange, and Diono reserves the right to request additional information or documentation concerning any facts or evidence provided in a Customer’s Application or their Original Product before making a final determination as to the approval or rejection of such Application.

Acceptance and Replacement

4.1 Timeframe. Should Diono review a Customer’s Application, examine their Original Product, and find that the Customer qualifies for a New Product exchange under the Program, a New Product will be sent to Customer within [30] days of receiving the Original Product.

4.2 Replacement Products. A New Product will be a Product of similar value to the Original Product as determined in Diono’s sole discretion. All New Products will be subject to the same terms and conditions pertaining to any Product purchased from Diono’s website (diono.com). Diono will arrange delivery of a New Product via its own designated carrier and in accordance with Diono’s Shipping and Delivery Policy.

5.1 Insurance Policies. Automobile insurance policies may offer coverage for the replacement of damaged Products. Diono recommends that Customers contact their insurance carriers to verify such coverage. No Customer may exchange an Original Product under the Program in addition to seeking an insurance claim for such Product.

6.1 Changes to Policy. Diono reserves the right to amend the Exchange Policy or cancel the Program without notice at any time for any reason at Diono’s sole discretion.