Last Modified: 11/1/2021
These Terms and Conditions (Terms) are entered into by and between you and Diono, L.L.C. dba Diono, a Washington limited liability company (Diono U.S.A.), and its foreign-related companies, Diono ULC, a Canadian unlimited liability company (Diono Canada), Diono Ltd. a United Kingdom limited company (Diono U.K.), and Diono GmbH, a German company with limited liability (Diono E.U.) (Diono U.S.A., Diono Canada, Diono U.K., and Diono E.U. shall be collectively referred to herein as Diono). The Terms govern your access to and use of the Diono website diono.com (the Website), the Children’s product marketplace accessed via the Website (collectively, the Platform), including any content, functionality, and services offered on or through the Website or Platform (collectively, the Services) (the Website, Platform, and Services shall be collectively referred to as the Technology).
The Technology is offered and available to users who are 18 years of age or older. By using any of the Technology, you represent and warrant that you are of legal age to form a binding contract with Diono. If you do not meet all of these requirements, you must not access or use any of the Technology.
2.1 User Account License. To access or use the Platform, you may be asked to provide certain registration details or other information. You agree that all information you provide to register your Platform account (Account) is current, complete, and accurate. Upon completion and registration of your Account, Diono will grant you and any persons to whom you wish to provide access to your Account (collectively, Authorized User(s)) a license to access and use the Technology (the User License). Your User License will be conditional upon your compliance with the Policies. Diono reserves the right to disable any Account at any time in Diono’s sole discretion for any or no reason, including if, in Diono’s sole opinion, you have violated any provision of the Policies.
2.2 Account Username and Password. If you are provided with an Account user name, password, or any other piece of information as part of Diono’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Technology. You also agree to notify Diono immediately, as provided in Section 13.7 of these Terms, of any unauthorized access or use of your Account. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
3.1 Orders & Acceptance. Diono reserves the right to accept or reject any product order made via the Technology. By submitting an order on or via the Technology, you represent and warrant that all personal information you have provided for the order is valid. Except with respect to out-of-stock products, you cannot cancel or change a product order on the Technology once it has been submitted.
3.2 Pricing and Product Descriptions. When you place your order with Diono on the Platform, you agree to the price and terms indicated on the Platform at the time of purchase. All product prices, pictures and descriptions on the Platform are subject to change. All prices on the Platform are listed in U.S. Dollars. Product prices on the Technology do not include shipping or handling, if any, which will be indicated at the time of purchase. Diono maintains no responsibility for inadvertent errors on pricing listed on the Technology. Should such errors occur, Diono requests that you contact us within 30 days regarding notice of such discrepancies.
3.3 Lack of Product Availability. If any product ordered on the Technology becomes unavailable after such order has been placed, Diono will cancel the order and notify you via contact information you have provided on the Technology. Diono reserves the right to cancel any order for an out-of-stock item at any time.
3.4 Replacement Parts. Diono strenuously recommends that you only order replacement product parts from the Technology that are listed as being appropriate for the product in question. Diono does not warrant or covenant that it will supply any replacement parts for any product. When making a replacement product part purchase through the Technology, you may only use a credit card, debit card, or PayPal as payment.
You may only use the Technology for lawful purposes and in accordance with the Policies. You may not use the Website, Platform, or any Service:
(a) in any way that violates applicable law or regulation;
(b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
(c) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Policies;
(d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
(e) to impersonate or attempt to impersonate Diono, a Diono agent, a Website or Platform user, or any other person or entity (including without limitation using email addresses or screen names associated with any of the foregoing);
(f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any of the Technology which, as determined solely by Diono, may harm Diono or any Technology user;
(g) in any manner that could disable, overburden, damage, or impair the Technology, or interfere with any other party’s use of the same;
(h) to plant or release any robot, spider, or other automatic device, process, or means to access the Technology for any purpose, including monitoring or copying any of the material on any of the Technology;
(i) to use any process or instrumentality to monitor or copy any of the material on the Technology or for any other unauthorized purpose without Diono’s prior written consent; and
(j) to use any device, software, or routine that interferes with the proper working of any of the Technology;
(k) introduce any viruses, trojan horses, worms, logic bombs, or other material or applications that is malicious or technologically harmful;
(l) gain or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Technology, the server on which any of the Technology is stored, or any server, computer, or database connected to the Technology; and
(m) Otherwise attempt to interfere with the proper working of any aspect of the Technology.
Diono reserves the right to: (a) disclose your identity or other information about you to any third party who claims that material posted by you on the Technology violates their rights, including without limitation their intellectual property rights or right to privacy; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of any of the Technology; or (c) terminate or suspend your Account, and access to any part of the Technology, for any violation of the Policies.
6.2 Third-Party Content. Content on third-party website or application linked from the Technology (collectively, Third-Party Content) is made available “as is”, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded or otherwise exploited without the authorization of such third-party website or application owner. Diono is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Third-Party Content. Diono does not endorse any content, opinion, recommendation or advice expressed in any Third-Party Content. Diono expressly disclaims any and all liability arising out of or relating to: (a) your use of any Third-Party Content; and (b) any Third-Party Content that is inaccurate, offensive, indecent, or objectionable. You expressly waive any legal or equitable rights or remedies you have or may have against Diono and will indemnify and hold Diono harmless to the fullest extent allowed by law regarding all matters related to your access and use of Third-Party Content.
6.3 Third-Party Product and Service Providers. Diono may use third-party product and service providers to assist in the operation of the Technology including without limitation hosting, networking, storage, and provision of related technology required to provide and operate the Technology (collectively, Third-Party Providers). Diono will make a good faith effort to notify and assist in remedying any failure of any Third-Party Provider to sufficiently provide any such services, but Diono will not be liable to you for any failure of a Third-Party Provider to provide any such service to the Technology.
6.4 Third-Party Software. The Technology may include various third-party software components or software services (collectively, Third-Party Software) that are provided to you under separate license terms with owners of such Third-Party Software owners (Third-Party Terms). You are permitted to use Third-Party Software in conjunction with the Technology, provided that such use is consistent with the Policies, and applicable Third-Party Terms. All other uses of Third-Party Software are expressly reserved.
6.5 Interoperation. The Technology may also enable interoperation with certain third-party operating systems and applications not included or authorized by Diono. Diono does not provide you with any licenses to such third-party operating systems and applications, and it is solely your responsibility to obtain all necessary licenses for such third-party operating systems and applications from their owners’ respective vendors.
You warrant and represent to Diono that you: (a) are eighteen (18) years of age or older and are fully able and competent to enter into, accept and comply with the Policies; (b) will not modify, adapt, or access any portion of the Technology by means not expressly authorized by Diono; (c) will not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Technology without the express written permission of Diono; (d) will not use or access the Technology for any purpose that is unlawful or prohibited by the Policies; and (e) will take reasonable measures to protect your Account information and any other information concerning your User Account; and (f) will use the Technology in accordance with applicable laws and regulations.
Diono reserve the right to amend, restrict, or terminate the Website, Platform, or any Service, in whole or part, in its sole discretion without notice. Diono will not be liable if for any reason any or all of the Technology is unavailable at any time or for any period.
10.1 Warranty Disclaimer. The Technology is provided to you “as is”, and Diono disclaims any and all other warranties pertaining to the Technology, whether express, implied, or statutory including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, title, or non-infringement of third-party rights, to the fullest extent authorized by law. Diono expressly does not warrant that: (a) the Technology will meet your requirements and expectations; (b) operation of the Technology will be uninterrupted, timely, secure, or error-free; (c) defects or errors in any of the Technology will be corrected; (d) the Technology will be compatible with your devices; and (e) any information or data stored or transmitted through the Technology will not be lost, corrupted, or destroyed. You shall bear the entire risk as to the quality and the performance of the Technology.
10.2 Damage Limitations. In no event will Diono be liable to you for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from: (a) your use or misuse of any of the Technology; (b) personal injury or property damage of any kind resulting from your use of any of the Technology; (c) conduct of any third party on the Technology; (d) unauthorized access to data storage facilities or equipment owned, leased or used by Diono; (e) interruption, unavailability or errors associated with any of the Technology; or (f) bugs, viruses, or similar code which may be transmitted to or through any of the Technology. The foregoing limitations of liability apply to the fullest extent permitted by law. In no event shall Diono or any of its suppliers, retailers, or agents have any obligations or liabilities to you or any other person for loss of profits, for loss of business or use, or for incidental, punitive, special or consequential damages, whether based on contract, tort (including negligence), products liability, or any other theory or form of action, even if we have been advised of the possibility thereof, arising out of or in connection with the sale, delivery, or use of any good or service therefrom. Unless as otherwise detailed in any of the Policies, Diono’s sole and entire maximum liability (and the liability of our suppliers) for any reason, and your sole and exclusive remedy for any cause whatsoever, shall be limited to the actual amount paid by you for the goods and services you have ordered through the Platform
You agree to indemnify, defend, and hold Diono and Diono’s officers, directors, shareholders, managers, members, employees, licensors, licensees, affiliates, agents and contractors harmless from any and all third-party claims, damages, obligations, losses, violations, liabilities, costs or debt, and expenses, including but not limited to attorney’s fees and costs, arising from: (a) your violation of any third-party right, including, without limitation, any copyright, property, or privacy right; (b) any damage to a third party arising from your use of any of the Technology; (c) your act or omission on the Technology constituting a violation of applicable law or regulation. Your obligations under this section of the Terms shall survive these Terms and your use of any of the Technology.
Diono may revise and update the Policies, from time-to-time in its sole discretion. All changes are effective immediately upon Diono’s posting, and apply to all access to and use of the Technology thereafter. Your continued use of any of the Technology following the posting of the revised Policie(s), in whole or part, means that you accept and agree to changes to such Policie(s). You are expected to check the Policies frequently so you are aware of any changes, as they are binding on you.
13.1 Governing Law and Jurisdiction; Venue. All matters relating to the 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 the Terms, which may include mediation if requested by any party. Should mediation fail, you and Diono irrevocably consent to resolve any dispute or conflict arising out of or relating to the 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.
13.2 Assignment. These 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 this 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 Terms without your prior consent, written or otherwise.
13.3 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 the Terms, or your use of any of the Technology.
13.4 Completeness and Severability. The Terms constitutes the entire agreement between you and Diono concerning your use of the Technology. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms which remain in full force and effect.
13.5 Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in the Terms refer to these Terms as a whole and not to any particular provision of these 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 Terms as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements. References to statutes, regulations, or laws, include any amendments, modifications, or replacements of such statutes, regulations, or laws.
13.6 Waivers. A waiver of any term of these Terms will not be a further or continuing waiver of such term or any other term of these Terms, and Diono’s failure to assert any right or provision under these Terms does not constitute a waiver of such right or provision.
13.7 Questions. Questions about these Terms, or the Technology, should be sent to Diono at firstname.lastname@example.org, via phone 1-855-463-4666, or via mail to Diono, Attn: Services Questions, at Diono LLC, 14810 Puyallup Street East, Suite 200, Sumner, WA 98390.