Parties. The parties to these Terms of Use are you (“User”), and the owner of this website business, D&L Inventory LLC (“D&L”). All references to “we”, “us”, “our”, this “website” or this “site” shall be construed to mean this website business, services and D&L.
Please read the following terms and conditions of D&L Terms of Use and License Agreement (“Agreement”) before using the proprietary D&L Software, or any of the D&L products or services (“Service”) available on or through any D&L Website. D&L is owned and operated by D&L Inventory, LLC.
This is a binding legal agreement. By creating an account to access our site, visiting any D&L Website or using any of the D&L Services, you are accepting the terms and conditions of this Agreement and current rates charged by D&L for any and all applicable services rendered. The Service is offered subject to your (“you”, “your”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by D&L – including, without limitation, Shipping, Return Policy, Privacy Policy and others. If you do not agree to these terms, please do not access our Website or use our products or services.
To utilize our services you, the User, must have a valid credit card active in our system. If at any time a charge fails you will be notified via email and services will be suspended until you correct your payment options.
D&L does not allow for product or other creation that includes content that is pornographic, depicts child exploitation, human tragedy or promotes violence, hate or intolerance. Users violating these guidelines will have their access to D&L terminated.
If you have questions or concerns regarding this Agreement, you should contact us via the online help system within the application or at admin@dlinventory.com
LICENSE GRANT
Users may be subject to a periodic software fee to use D&L services. This will be billed automatically with the credit card the user has on file in the D&L System. Payment for all services performed by D&L will also be due once ordered and payment will automatically be billed to the credit card the user has on file. Any billing errors resulting from D&L will result in a credit or a refund for the amount charged erroneously. Subject to the terms and conditions of this Agreement and payment by you of all required fees and expenses, we grant you a limited, non-exclusive, personal, non transferable, non-sublicensable right and license to: register, view, and use the D&L service software program, including, without limitation, the products and services made available on or through the D&L Website. No other right or license of any kind is granted to you hereunder with respect to the D&L Services. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark, trade secret or other intellectual property of D&L or any third party, except as expressly provided herein. If you want to make commercial use of any of D&L services other than specifically detailed, you must enter into a separate written agreement with D&L in advance.
The license provided herein is effective until terminated. This license automatically terminates if you fail to comply with the terms and conditions of this Agreement. You agree that, upon such termination, you will no longer have access to D&L services.
The Content is subject to change without notice. This Website may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. D&L cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
SERVICES
D&L may change, suspend or discontinue the Services, Products, fees, charges, terms at any time, including the availability of any feature, or content. D&L may also impose limits on certain features and Services or restrict the User’s access to parts or all of the Services without notice or liability. You certify to D&L that if you are an individual (i.e., not a corporation) and you are at least 18 years of age. You also certify that you are legally permitted to use the Service, and take full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
D&L reserves the right, at its discretion, to modify this Agreement, fees, charges, and terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by you following such notification constitutes your acceptance of the terms and conditions of changes as modified. If you do not agree to the modified terms, you may send D&L a written notification, including via email (and your D&L account will be deleted), or close your account within 30 days of notice.
OWNERSHIP
D&L Services, including, but not limited to, the D&L Software and all other programs, text, graphics, files and other Content are owned and copyrighted by D&L and its licensors, and are protected worldwide. D&L retains all right, title, interest in and to the D&L Services including, without limitation, all patent rights, copyrights, trademarks, service marks, trade secrets and other intellectual property rights, in and to the D&L Services and any portion thereof, any Derivative Work of the D&L, and any Update, and any copies thereof, regardless of the form or media in or on which the original or other copies may subsequently exist. For purposes of this Agreement, “Derivative Work” shall mean a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such pre existing work. For purposes of this Agreement, “Update” shall mean any modification, error correction, bug fix, new release, upgrade, patch or other update to or for the D&L services. You agree to take any action reasonably requested by D&L to evidence, maintain, enforce or defend the foregoing. You shall not take any action to jeopardize, limit or interfere in any manner with D&L’s ownership of and rights with respect to the D&L services or any Derivative Work or Update. This license is not a sale of the original or any backup copy. All rights are reserved unless otherwise noted.
Any Content that is a registered or unregistered trademark, logo, or service mark is also protected by trademark law. Your use of any Content without the prior written permission of D&L is strictly prohibited, except as provided in this Agreement. Without limiting the foregoing, you are prohibited from using any D&L copyrighted material, trademark, service mark or logo for any purpose, including, but not limited to, use as metatags, links or otherwise on any Website, without the prior written permission of D&L. You are also advised that D&L will enforce its intellectual property rights to the full extent provided by law. If you download any software or other materials from this Website, you agree that your use of such software and/or materials shall be governed by the terms of the license agreement.
LICENSE RESTRICTIONS
Your access to and use of the D&L services is subject to this Agreement and all applicable laws and regulations. You may not: (1) modify, translate, reverse engineer, decompile, disassemble, or create any Derivative Works based on D&L Services, including any of its files, tables or documentation, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the D&L Software or any portion thereof; (2) distribute, license, transfer, or sell, in whole or in part, any of the D&L or any Derivative Works thereof; (3) market, rent or lease the D&L for a fee or charge, or use D&L to advertise or perform any commercial solicitation; (4) use D&L to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; (5) interfere with or attempt to interfere with the proper working of D&L, any transactions being offered in connection with D&L or any other activities conducted by D&L, disrupt the D&L Website or any networks connected to D&L, or bypass any measures we may use to prevent or restrict access to D&L; (6) use any robot, spider, scraper, or other automated means to access the D&L Websites for any purpose without our prior written permission; (7) use D&L to collect or harvest personal information about other users of D&L; (8) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure; (9) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (10) use D&L, or any other services, products, or downloads available in connection with D&L for illegal purposes; (11) represent that you are the owner of any of D&L, including any of its individual files, drawings or documentation; (12) remove or alter any proprietary notices, labels, marks or identifying information of any kind on D&L; (13) incorporate D&L or any portion thereof into any other program or product; (14) use D&L for any purpose other than in accordance with the terms and conditions of this Agreement. We reserve the right to refuse service, terminate accounts or limit access to D&L in our sole discretion.
INFORMATION YOU PROVIDE/REGISTRATION
You agree to read our Privacy Policy, which explains what type of information we collect and what might happen to that information, including, without limitation, how such information is shared and used. Although our Privacy Policy is not a legal agreement, and creates no contractual obligations, it contains information that you should review prior to using D&L services.
Registration may be required for you to create a User account, or participate in certain services offered through D&L. If you choose to create a User account, you must provide certain current, complete, and accurate information about you, as requested during the registration process (“Registration Data”), and you must maintain and update such Registration Data to keep such information current, complete and accurate. You warrant that your Registration Data and all of the other information that you provide to us will be truthful, accurate, and complete, and that you are authorized to provide such information. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, MS retains the right, in its sole discretion, to suspend or terminate your User account and your access to D&L.
If you choose to create a User account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You may not share your password or other account access information with any other party, temporarily or permanently, and you agree to accept responsibility for all activities that occur under your account or password, whether or not authorized by you. You agree to immediately notify D&L of any unauthorized use of your D&L Account, Registration Data or passwords, as the case may be. We reserve the right to refuse service and/or terminate User accounts in our sole discretion.
If you choose to send D&L messages, feedback or data, including, but not limited to, any ideas, comments, suggestions or questions regarding any D&L product or service or D&L Services, such information shall be deemed to be non-confidential. D&L shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. Further, D&L shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services incorporating such ideas, concepts, know-how or techniques.
If D&L should at any time provide any service which enables Users to post information or materials, or to communicate with or otherwise share information with other Users or persons providing any service to Users, you agree not to submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material, or any material that violates any federal, state, or local law in the United States or anywhere else in the world. You are solely responsible for all information which you submit, publish, display, disseminate or otherwise communicate through D&L, even if a claim should arise after termination of service. If D&L provides any such service described herein, you agree that all messages and other communications by you shall be deemed to be readily accessible to all other visitors/subscribers who are authorized to access D&L and you agree that all such messages and other communications shall not be deemed to be private or secure. You agree that any and all communications which you submit to D&L can be read by the operators and/or other agents of the D&L services, whether or not they are the intended recipients.
D&L respects the intellectual property of others, and we ask our Users to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners’ rights. As a condition to your use of the D&L services, you agree not to use D&L to infringe the intellectual property rights of D&L or others in any way. We will terminate the accounts of, and block access to the D&L services to, any Users who infringe the copyrights, or other intellectual property rights, of D&L or others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice.
Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, company name or otherwise does not necessarily constitute or imply the endorsement or recommendation of such by D&L. Any views expressed by any third party on this Website are solely the views of such third party, and D&L assumes no responsibility for the accuracy or veracity of any statement made by such third party.
COPYRIGHT INFRINGEMENT
D&L does not necessarily monitor any materials posted, transmitted, or communicated to or within D&L by Users or third parties. If you believe that something on D&L violates this Agreement, please contact us via admin@dlinventory.com. If notified that any User has posted any information or materials which allegedly do not conform to this Agreement, D&L may in its sole discretion investigate the allegation and determine whether to take any other actions, including, but not limited to, whether to remove or request the removal of the information or materials posted by a User. D&L has no liability or responsibility to Users for performance or nonperformance of such activities.
If you believe that your copyrighted work or trademark has been uploaded, posted or copied to D&L and is accessible on the D&L in a way that constitutes copyright or trademark infringement, please contact us via admin@dlinventory.com and provide all information relevant to any claim of copyright or trademark infringement or other non conformance to this Agreement on D&L. Please contact us as follows:
THIRD PARTY WEBSITES
D&L may participate in joint marketing and other service offerings with non-affiliated third parties. Our Website may contain links to third-party sites, and third-parties may provide you with an opportunity to use the D&L services from or through their websites. For example, if you are shopping or reviewing product information on a third-party website, you may be redirected to the D&L Website or provided with access to the D&L services. The third parties that contract with D&L are independent, and not agents, of D&L. Such links are provided for your convenience only. D&L does not control, and is not responsible for the content, products or services available through such websites.
DISCLAIMER OF WARRANTIES
Reasonable efforts are taken to improve the accuracy and integrity of the D&L services, but D&L is not responsible for mistakes, misprints, out-of-date information, inaccuracies, typographical or other errors. The D&L services are subject to change without notice. This Website may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. D&L cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
D&L SERVICES (INCLUDING, WITHOUT LIMITATION, ALL D&L PRODUCTS, SERVICES AND WEBSITE) ARE PROVIDED “AS IS” AND WITH ALL FAULTS. D&L MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF D&L SERVICES. YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER YOUR USE OF THE D&L SERVICES, AND WE DO NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH YOUR USE OF D&L SERVICES. YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR YOUR USE OF D&L SERVICES AND FOR ANY LOSS OF OR ERRORS IN ANY DATA OR INFORMATION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, D&L DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, D&L NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE D&L SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES, NOR THAT THE D&L SERVICES WILL BE AVAILABLE FOR YOUR ACCESS OR USE, NOR THAT OPERATION OF THE D&L SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN ADDITION, YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
There are inherent risks in relying upon, using, or retrieving any information found on the Internet, and D&L urges you to make sure you understand these risks before relying upon or using the D&L services or any website that provides you with access to D&L services.
YOUR USE OF D&L SERVICES IS AT YOUR OWN RISK. NEITHER D&L, NOR ANY OF ITS PARENTS, SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR EMPLOYEES, OFFICERS OR DIRECTORS, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF BUSINESS, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR ANY OTHER DAMAGES) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE D&L SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION
You agree, at your own expense, to indemnify, defend and hold harmless D&L Inventory, LLC, its parents, subsidiaries and affiliates, and their officers, directors, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of this Agreement, your use of D&L Services, or any of your other acts or omissions.
GOVERNING LAW AND JURISDICTION
This Agreement and your use of D&L services are governed by the laws of the State of Arizona, without regard to its choice of law provisions. You agree that the courts of general jurisdiction located within Maricopa County, Arizona, will have exclusive jurisdiction over any and all disputes arising out of or relating in any way to this Agreement or D&L.
TERMINATION/CANCELLATION
This Agreement is effective unless and until terminated by D&L. D&L may terminate this Agreement at any time and may do so immediately without notice, and accordingly deny you access to D&L services, if in D&L's sole discretion you have failed to comply with any term or provision of this Agreement. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not release you from any liability for breach of your obligations under this Agreement.
ASSIGNMENT
This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without the prior written consent of D&L. Subject to the preceding sentence, the rights and liabilities of the parties hereto is binding on, and shall inure to the benefit of, the parties and their respective successors and assigns. Any attempted assignment other than in accordance with this section shall be null and void.
SEVERABILITY
If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor their agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
FORCE MAJEURE
D&L shall not be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities.
ENTIRE AGREEMENT / MODIFICATIONS
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom.
We may, at any time, and without prior notice, revise this Agreement. If we modify the Terms of Use, we will post the modification on this Website or otherwise provide you with notice of the modification. Prior to each usage of D&L services, you should review the Terms of Use to determine the current Agreement to which you are bound. For your convenience, we include the effective date of the Agreement at the beginning of the document, so that you can easily ascertain whether it has been updated since the last time you viewed the Terms of Use. Your continued use of the D&L services constitutes acceptance of this Agreement at the time of each use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using D&L services. Notwithstanding the preceding sentences of this paragraph, no revisions to the Terms of Use will apply to any dispute between you and D&L that arose prior to the date of such revision. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally.
INTERNATIONAL ACCESS
D&L services may be accessed by Users internationally and may contain references to D&L, programs and services that are not available in your country. Such references do not imply that D&L intends to make available in your country such products, programs or services. D&L reserves the right without prior notice to discontinue or change products, programs and services at any time without incurring any obligations to any party.
We control and operate the D&L from offices located in the United States. If you access and use D&L outside the United States, you do so on your own initiative and you are responsible for complying with United States and your local laws and regulations, if and to the extent such laws are applicable.
You may not use, export, re-export, import or transfer the D&L Services except as authorized by United States law, the laws of the jurisdiction in which you obtained D&L services, and any other applicable laws. In particular, but without limitation, D&L may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the D&L services, you represent and warrant that you are not located in any country or on any such list. You also may not use D&L for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
We reserve the right to limit, in our sole discretion, the availability of D&L services or any portion thereof, to any person, geographic area, or jurisdiction, at any time.
U.S. GOVERNMENT RESTRICTED RIGHTS
If this product is acquired under the terms of a government contract, use, duplication and disclosure are subject to the terms of this license and the following restrictions: subdivision (c)(1)(ii) of the Rights in Technical data and Computer Software clause at 252.227-7013 (DOD contracts); subdivisions (a) through (d) of 52.227-19 (Civilian agency contracts); and the applicable ADP Schedule Contract (GSA contracts).
ACCESS BY CHILDREN
The Website is available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, MS is not available to children (persons under the age of 18).
ELECTRONIC COMMUNICATIONS
If you create a User account or send emails to us, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on D&L sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send an email to you for the purpose of advising you of changes or additions to D&L, about any of our products or services, or for such other purposes as we deem appropriate.
