Lytx Web Store Terms and Conditions

Terms and Conditions

These terms and conditions are effective as of June 15, 2018.

Welcome to the Lytx Web Store (“Web Store”). Access to, and use of, this website and the Web Store are subject to the terms and conditions listed below. Please read this information carefully. Your use of this website and the Web Store, including the services provided by this website, signifies your agreement to follow and be bound by these terms and conditions. IF YOU DO NOT AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE, THE WEB STORE, OR ANY OF THE SERVICES PROVIDED. BY USING THIS WEBSITE AND THE WEB STORE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO BROWSING THE WEB STORE AND ORDERING FROM THE WEB STORE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY. YOU AGREE THAT BY USING THIS WEBSITE AND/OR THE WEB STORE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.

Lytx, Inc., together with its affiliates (collectively, “Lytx”, “we”, “us” and/or “our”), reserves the right to discontinue providing any of the parts, products, programs and/or services available through this website and/or the Web Store, to make changes or updates to this website and/or the Web Store, or to the parts, products, programs and/or services described in and/or available in the Web Store, or to these terms and conditions at any time without further notice. Your continued access to this website and/or use of the Web Store following such changes signifies your acceptance of the revised terms and conditions. It is your responsibility to review these terms and conditions periodically.

Orders and Purchases

Existing Clients

Existing clients of Lytx who order parts and products through the Web Store are subject to the terms and conditions of the existing Master Purchase agreement, Trial Agreement or other similar agreement, executed between Lytx and such client, in addition to the additional terms contained herein.  Each order and purchase by an existing client through the Web Store shall be governed by the terms and conditions set forth in the existing agreement to the extent applicable.  In the event of a conflict between these terms and conditions and the terms set forth in the existing agreement, the existing agreement shall control.  Only standard purchases may be made on Web Store.  If your existing agreement includes any unique terms, you must contact Lytx at webstore@lytx.com to take advantage of any such special terms.  

Other Customers

If you or your company are not an existing client of Lytx, any orders and purchases made by you through the Web Store will be governed by these terms and conditions. Further, you represent and warrant that items purchased from the Web Store are to be used in connection with Lytx services provided to an existing client.  By submitting an order to Lytx, you hereby represent and warrant that you are authorized to make such purchases on behalf of yourself or your company, as applicable. 

Orders.  All orders are binding and non-cancelable. Lytx reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Lytx may require additional verifications or information before accepting any order. Your order is not accepted until Lytx ships the ordered products (or the accepted portion thereof) or Lytx otherwise expressly accepts such order in writing. For clarification, an order confirmation email shall not constitute acceptance of the order. Notwithstanding the foregoing, you agree that, if Lytx cancels all or a portion of your order or if Lytx provides you less than the quantity you ordered, your sole and exclusive remedy is either (a) Lytx will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order) or (b) Lytx will not charge your credit card for the cancelled portion of the order or the quantity not provided. The risk of loss and title for items purchased by you through the Web Store pass to you upon our delivery of the items to the carrier, which carrier shall be selected by Lytx in its sole discretion.  All freight, insurance, and other shipping related expenses, including but not limited to taxes and duties, shall be paid by you.  The parts and products offered through the Web Store are subject to availability and scheduling.  Lytx does not ship to P.O. Boxes.  If there is a material delay in the shipment of your order, you will be offered other options or an opportunity to cancel your order and receive a refund. For expedited shipping, please contact the Web Store at AR@lytx.com or our Order Management team at 858-430-4000, extension 4405.  Within fifteen (15) days after delivery of any item to you, you must provide Lytx with written notice of any discrepancy between the submitted order and the shipment delivered. 

Payment.  You agree to pay Lytx for the amount of your purchases, including all taxes associated with such purchases.  If you provide credit card information to Lytx for payment, you hereby represent and warrant that you are authorized to make purchases with the credit card and authorize Lytx to charge such credit card for the fees and payments due to Lytx. If the submitted payment information is incorrect or the charge is not authorized by Lytx’s payment processor, Lytx reserves the right to pursue any remedy that is available, including without limitation the right to delay shipment or cancel the order. You agree that Lytx and its affiliates shall have no liability related to the exercise of these remedies. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. You shall be responsible for all taxes associated with purchases other than U.S. taxes based on Lytx’s net income.  You shall be responsible for all costs and expenses (including without limitation reasonable attorney fees and expenses) incurred by Lytx in connection with any collection actions in which Lytx is the prevailing party.  

No Warranties; Disclaimer of WarrantiesTHE PARTS AND/OR PRODUCTS OFFERED FOR SALE THROUGH THE WEB STORE AND THE TRANSACTIONS CONDUCTED THROUGH THE WEB STORE ARE PROVIDED BY LYTX ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PARTS AND/OR PRODUCTS MADE AVAILABLE THROUGH THE WEB STORE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR TITLE. YOU ACKNOWLEDGE AND AGREE THAT THE VER AND ASSOCIATED SERVICES ARE A DRIVER AID ONLY.  THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER.  THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL.  WHETHER THE VER IS IN USE OR NOT, THE DRIVER IS RESPONSIBLE TO AVOID A COLLISION.  DRIVERS SHOULD NEVER WAIT FOR THE VER TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT.  FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND LYTX DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS.  YOU SHALL DEFEND, INDEMNIFY AND HOLD LYTX AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES HARMLESS FROM ALL DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) RELATING TO THE ACTION OR INACTION OF YOUR DRIVERS.  If a manufacturer’s warranty is available for any of your purchases, you acknowledge and agree that your use and possession of any such part or product shall be governed by the terms of such product manufacturer’s warranty, and you agree to look solely to the manufacturer with respect to all applicable claims.  The right to enforce all warranties made by any such manufacturer are hereby, to the extent Lytx has the right, assigned to you. 

Limitation of Liability.  EXCEPT FOR BODILY INJURY, IN NO EVENT WILL LYTX’S (INCLUDING ITS LICENSORS, SUPPLIERS, AND DISTRIBUTORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.  IN NO EVENT WILL LYTX OR ITS LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY AMOUNTS EXCEEDING THOSE ACTUALLY PAID BY YOU TO LYTX UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES.

Any purchase of parts or products to be used for installation of a Lytx video event recorder under these terms and conditions can only be used for installation by an installer trained by Lytx for the intended purpose.  All sales are final.  Any exchanges, if accepted by Lytx, must be made within 30 days of the sale and a restocking fee may apply.

Typographical Errors

In the event a part or product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information, we shall have the right to refuse or cancel any orders placed for the part or product listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account in the amount of the charge.

Privacy

You should carefully read our full Privacy Policy at https://www.lytx.com/privacy-policy before using the Web Store as it is hereby incorporated into these terms and conditions by reference.

Proprietary Rights

Unless otherwise noted, all information and screens appearing on this website and/or in the Web Store, including images, graphics, illustrations, design, icons, logos, images, photographs, video, data, text, documents, services, site design and other materials that are part of this website and/or the Web Store, as well as the arrangement thereof (collectively, “Content”), are covered by copyrights, trademarks and/or other intellectual properties owned, controlled or licensed to or by Lytx. This website as a whole is protected by copyright and trademark, all worldwide rights, titles and interest in and to which are owned by Lytx. All third party trademarks, names and logos on this website are the property of their respective owners and are used solely to refer to those companies’ goods and services. All rights not expressly granted herein are reserved.

Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted Content is strictly prohibited without the express written consent of the copyright owner or licensor. Nothing contained on the website should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Lytx or by any third party.

Use of Web Store and Website

Subject to all of the terms and conditions, you are authorized to use the Lytx Web Store and this website, provided that:

1) you may not copy or otherwise distribute any part or Content of the Web Store or website in any medium whatsoever without the prior written authorization of Lytx;

2) you may not alter or modify any of the Content found at the Web Store or this website unless otherwise expressly indicated, nor attempt to pass off any Content found at the Web Store or this website as your own;

3) you may not use, reproduce or publicly display or perform, or distribute any of the Content within the Web Store or this website, unless an authorized officer of Lytx has given you prior written consent to do so;

4) you may not “mirror” or “frame” any portions of the Web Store or this website in any other environment without prior written consent from an authorized officer of Lytx;

5) you may not display or transmit Lytx RSS feed content in a manner that does not permit successful linking to, redirection to, or delivery of the applicable, official Lytx URL;

6) you may not insert any intermediate page, splash page, or other content between the Lytx RSS link and the applicable, official Lytx URL;

7) you will comply with the laws of the United States and foreign countries regarding the use of the Content on the Web Store and the website; and

8) you will otherwise comply with the other terms and conditions herein.

You are prohibited from violating or attempting to violate any security features of the Web Store or this website, including, without limitation, (a) accessing Content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Web Store or this website, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the website, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” or (d) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Lytx in providing the Web Store or this website.

Lytx reserves the right to terminate the access of any user in its discretion, including without limitation, users who do not observe these terms and conditions and who infringe or otherwise violate the rights of others. Any violation of system or network security may subject you to civil and/or criminal liability.

Third-Party Materials on this website

The Web Store and this website may contain materials, information and/or other Content from third parties and licensors and suppliers to Lytx (collectively, “Third-Party Materials”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Materials on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Material in any manner unless you have permission from the owner of the Third Party Material. Access, use and download of all Third-Party Materials contained in this website are subject to the Disclaimers set forth below in the section entitled “Disclaimers and Limitations on Liability”. Unless expressly stated otherwise, Lytx does not provide technical support for any materials posted on, downloaded from or linked to/from this website.

Links to Third-Party Web Sites

Any links to third-party websites found within this website are provided solely as an added convenience to you. Lytx has neither reviewed the contents of these third-party websites nor does Lytx claim any responsibility for the content or suitability of these third-party websites and Lytx makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of such links. The inclusion of links does not imply endorsement of the websites by Lytx or any association with their operators.

Foreign Users

Third-Party Materials from this website and commercial activities conducted through the Web Store and this website may be subject to U.S. export controls. No Third-Party Materials may be downloaded or otherwise exported or reexported into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Similarly, a national of, resident of, or person located in such locations is not permitted to engage in commercial activities on this website (such as purchasing products or services or making payments). By downloading or using the Third-Party Materials or engaging in commercial activities through the Web Store or on this website, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country, or on any such list. Lytx makes no representation that materials available in the Web Store or in this website are appropriate or available for use in locations outside of the State of California, Unites States of America. Those who choose to access this website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Disclaimers and Limitations on Liability

YOU USE THE WEB STORE AND THIS WEBSITE AT YOUR OWN RISK. THE WEB STORE AND THIS WEBSITE ARE PROVIDED AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. LYTX HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. LYTX DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION CONTAINED IN THE WEB STORE OR AVAILABLE ON THIS WEBSITE.

LYTX DOES NOT GUARANTEE THAT THE WEB STORE OR THIS WEBSITE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE WEB STORE AND THIS WEBSITE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. LYTX DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, LYTX DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEB STORE AND/OR THIS WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT LYTX SHALL NOT BE LIABLE FOR DAMAGES TO YOU ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEB STORE OR THIS WEBSITE, INCLUDING WITHOUT LIMITATION, DIRECT LOSS, LOSS OF BUSINESS OR PROFITS (WHETHER OR NOT LOSS OF SUCH PROFITS WAS FORESEEABLE, AROSE IN THE NORMAL COURSE OF THINGS OR YOU HAVE ADVISED LYTX OF THE POSSIBILITY OF SUCH POTENTIAL LOSS), DAMAGE TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR ANY OTHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN LYTX AND YOU. LYTX WOULD NOT BE ABLE TO PROVIDE THE WEB STORE (INCLUDING THE PRODUCTS, SERVICES, AND CONTENT) ON AN ECONOMICALLY ACCEPTABLE BASIS WITHOUT SUCH LIMITATIONS. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF LYTX’S SUPPLIERS.

Indemnification

You agree to defend, indemnify and hold harmless Lytx, its stockholders, officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses, including but not limited to attorneys’ fees, arising from: (i) your access to or use of the Web Store and/or this website; (ii) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity; or (iii) your violation of any of these terms and conditions. This indemnification obligation will survive your use of the Web Store and/or this website and any termination, expiration or modification of these terms and conditions.

Miscellaneous

You will resolve any claim, cause of action or dispute (“claim”) you have with us arising out of or relating to the use of the Web Store or this website, including any orders or purchases made through the Web Store or these terms and conditions exclusively in a state or federal court located in San Diego County, California and you consent to submit to the exclusive jurisdiction and venue of such courts. The laws of the State of California will govern these terms and conditions, as well as any claim that might arise between you and us, without regard to conflict of law provisions.

If any provision of the Terms and Conditions is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect and the invalid, void, or unenforceable provision shall be deemed modified so that it is valid and enforceable to the maximum extent permitted by the law.

These terms and conditions, including the Privacy Policy, constitutes the entire agreement between you and Lytx regarding use of the Web Store and this website unless you are an existing client with an executed agreement with Lytx, in which case such executed agreement shall be considered.  These terms and conditions, including the Privacy Policy, supersedes any and all prior oral and written understandings, communications and agreements regarding use of this website unless you are an existing client with an executed agreement with Lytx, in which case such executed agreement shall remain in full force and effect. None of these terms or conditions may be waived, modified or changed by any means other than posting on the Web Store or this website. If we fail to enforce any of these terms or conditions, it will not be considered a waiver.

All of our rights and obligations arising out of these terms and conditions are freely assignable by us.

None of these terms or conditions are intended to confer any third party beneficiary rights.

You will comply with all applicable laws when using or accessing the Web Store or this website.