Welcome to the DMF Lighting Portal, a website located at portal.dmflighting.com (the “Portal”) and operated by DMF, Inc. d/b/a DMF Lighting and/or its affiliates (“DMF”, “us”, “our”, and “we”). DMF provides the Portal for the benefit of dealers and representatives (“you”) to browse and purchase DMF products (“Products”). Your use of the Portal is also subject to any additional terms, conditions, and policies that we separately post on the Portal or provide to you, and any agreements that you have separately executed with DMF (“Supplemental Terms”). All Supplemental Terms are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
BY AGREEING TO THIS AGREEMENT, YOU ARE ALSO AGREEING TO DMF’S STANDARD TERMS OF SALE WITH RESPECT TO ANY PURCHASES OF PRODUCTS ON THE PORTAL. DMF’S STANDARD TERMS OF SALE ARE AVAILABLE HERE, AND MAY BE UPDATED FROM TIME TO TIME IN ACCORDANCE WITH THEIR TERMS.
PLEASE BE AWARE THAT SECTION 1.3 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATIONS.
- 1.1 Account Creation. In order to use certain features of the Portal, you must register for an account with us (your “Account”) and provide certain information about yourself or your company as prompted by any registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You agree not to create an account on behalf of someone other than yourself or your company. You further agree that you shall not maintain more than one account at any given time. You may delete your Account at any time, for any reason, by contacting customer support at firstname.lastname@example.org . We may suspend or terminate your Account in accordance with Section 7. You agree not to create an account or use our Portal if you or your company have been previously removed by DMF, or if you or your company have been previously barred from the Portal.
- 1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- 1.3 DMF Communications. By entering into this Agreement, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Portal, updates concerning new and existing Products available for purchase on the Portal, communications concerning promotions run by us or our third-party partners, and news concerning DMF and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO THE NUMBER PROVIDED FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PORTAL OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO THE NUMBER PROVIDED IN ANY TEXT MESSAGE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE PORTAL OR RELATED SERVICES.
2. OWNERSHIP; RIGHTS AND LICENSES
- 2.1 License to Use Portal. We grant you a non-transferable, non-exclusive, right to access and use the Portal for your personal or internal business purposes. The Portal and the information and content available on the Portal are protected by copyright laws throughout the world. Subject to the Agreement, DMF grants you a limited license to reproduce portions of the Portal solely for your personal or internal business purposes.
- 2.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Portal; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Portal; (c) you will not access the Portal in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Portal may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Portal will be subject to the terms of this Agreement. All copyright and other proprietary notices on the Portal must be retained on all copies thereof.
- 2.3 Modification. We reserve the right, at any time, to modify, suspend, or discontinue your access to the Portal with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of your access to the Portal or any part thereof, except and if otherwise expressly set forth in Section 7.
- 2.4 No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Portal.
- 2.5 Ownership of the Portal and Products. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Portal, the Products or other information contained within the Portal, are owned by us or our licensors. The provision of access to the Portal does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. We and our suppliers reserve all rights not granted in this Agreement.
- 2.6 Trademarks. DMF’s stylized name and other related graphics, logos, trademarks, service marks and trade names used on or in connection with the Portal are the property of DMF and may not be used without our written permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Portal are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- 2.7 Feedback. You agree that any ideas, suggestions, documents, and/or proposals you submit to DMF (“Feedback”) is at your own risk and that DMF has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to DMF a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Portal, the Products and/or DMF’s business.
- 3. THIRD PARTY SERVICES. The Portal might contain links to third party websites, applications, services, and advertisements for third parties (collectively, “Third Party Sites, Apps & Ads”). Such Third Party Sites, Apps & Ads are not under our control and we are not responsible for any Third Party Sites, Apps & Ads. We provide these Third Party Sites, Apps & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, Apps & Ads. You use all Third Party Sites, Apps & Ads at your own risk. When you link to a Third Party Site, App & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites, Apps & Ads. We may also work with advertising partners that may deliver advertisements to you on or off our Portal based on your activities on the Portal or within the Services.
- 4. INDEMNITY. To the fullest extent permitted by law, you agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Portal in an unauthorized manner; (b) your violation of this Agreement; or (c) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- 5. DISCLAIMER TO THE FULLEST EXTENT PERMITTED BY LAW, THE PORTAL IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (D) THAT PRODUCTS ADVERTISED IN THE PORTAL WILL BE TO YOUR SATISFACTION.
- 6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (AND OUR SUPPLIERS), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE PRODUCTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PORTAL AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHERWISE, OR LOSS OF DATA RESULTING THEREFROM. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PORTAL OR THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID DMF IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
- 7. TERMS OF TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Portal. We may (a) suspend your rights to use the Portal (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including but not limited to, any use of the Portal in violation of this Agreement or our discontinuance of the Portal. Upon termination of this Agreement, your Account and right to access and use the Portal will terminate immediately. You understand that any termination of your Account involves deletion of any of your associated content. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your content or data. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
- 8.1 Changes to Agreement. This Agreement is subject to change by us from time to time, and if we make any material changes, we will notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on the Portal. Any changes to this Agreement will be effective upon posting on the Portal, or the date identified in the email or notice (if later). You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Portal following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- 8.2 Electronic Communications. The communications between you and DMF may take place via electronic means, whether you visit the Portal or send DMF e-mails, or whether DMF posts notices on the Portal or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from DMF in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DMF provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
- 8.3 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- 8.4 Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction or the application of the United Nations Convention on Contracts for the Sales of Goods. Any dispute or issue between the parties arising hereunder or in connection herewith shall be commenced and prosecuted in its entirety in any state or federal court in Los Angeles County, California, and each party consents to personal and subject matter jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of their present or future domiciles, or by any other reason.
- 8.5 Notice. Where DMF requires that you provide an e-mail address, you are responsible for providing DMF with your most current e-mail address. In the event that the last e-mail address you provided to DMF is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, DMF’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to DMF at the following address: Marketing Department, 1118 E 223rd Street, Carson CA 90745. Such notice shall be deemed given when received by DMF by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- 8.6 Force Majeure. DMF shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- 8.7 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- 8.8 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign this Agreement. The terms of this Agreement will be binding upon assignees.
- 8.9 Export Control. You will not use the Portal or the Products for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by DMF are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer DMF Products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.