Terms & Conditions
SPYDER DIGITAL RESEARCH INC. ONLINE STORE aka SDRI STORE, aka www.spyderstyle.com, aka Seller (COLLECTIVELY "US", "WE", "OUR"), IS PROVIDED TO THE PURCHASER (COLLECTIVELY "YOU", "YOUR") UNDER THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT APPLIES TO PURCHASES MADE THROUGH SPYDER DIGITAL RESEARCH INC. STORE CONSISTING OF THE SPYDER DIGITAL RESEARCH INC. WEB SITE www.spyderstyle.com AND THE RESPECTIVE WEB SITES AT OUR SUBSIDIARIES, AND PHONE ORDERS PLACED DIRECTLY WITH SPYDER DIGITAL RESEARCH INC. SALES PERSONNEL. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
1. ACCEPTANCE OF TERMS
By placing an order through SDRI Store you agree to be bound by all of the terms and conditions set forth in this agreement. All communications and transactions initiated through www.spyderstyle.com will be governed by these terms and conditions as the entire, exclusive and definitive agreement between you and SDRI Store. SDRI Store reserves the right, in its sole discretion, to modify, alter, or otherwise update these terms and conditions at any time without notice. Such changes shall become effective upon publication at this Web site. You may review the most current version of the Terms and Conditions at www.spyderstyle.com.
Your total order price will include the price of the product and service (on the day of ordering) plus any applicable shipping and handling charges, taxes, duties, and fees. Unless otherwise stated, all order prices are exclusive of state and local use, sales and similar taxes. Such taxes, when applicable, shall be borne by purchaser. The total order price does not include any forwarding agents' fees covering consular invoices and all such fees shall be borne by you. Any necessary documents required by the country of destination are at your expense.
SDRI Store reserves the right to change prices for products displayed at the Web site at any time. From time to time, a product listed on the SDRI Store Web site may be priced incorrectly due to clerical or technical error, or due to a change in the cost of sales. SDRI Store reserves the right to correct such pricing errors at any time prior to the shipment of any order. In the event of such a pricing change, at our sole discretion, SDRI Store shall either cancel any outstanding orders, or notify you directly and provide you with the opportunity to cancel the order prior to shipment and payment.
SDRI Store will, unless otherwise agreed, only accept payment via credit card. At the time your order is placed, SDRI Store obtains a confirmation from the credit card company for the validity of the credit card. Credit card billing occurs, unless otherwise agreed, when your order ships. At the time your order is shipped, SDRI Store obtains a confirmation from the credit card company for the validity of the credit card. Shipment will not occur unless the validity of the credit card is confirmed.
Payment is due when product is shipped unless otherwise agreed by SDRI Store or stated in any acknowledgement of order invoice amount. Amounts not paid when due bear interest at the highest rate allowed under applicable law. In addition, if you default in any payment, SDRI Store may suspend work under contract, delay or withhold delivery, or cancel any contract with you and retain any progress payments or payments on account already received under this or any other contract with you.
4. PRODUCT AVAILABILITY
SDRI Store shall make every effort to ship products to you in accordance with the availability that may be indicated on our Web sites. Notwithstanding the foregoing, SDRI Store expressly states that we shall not guarantee product availability under any circumstances.
SDRI Store will make a reasonable effort to ship products to you in accordance with your selected shipping instructions. If necessary, SDRI Store reserves the right to select an alternate carrier to avoid substantial delay in product shipment. In the absence of specific instructions, SDRI Store will ship by the method it deems most appropriate. All product is shipped F.O.B., SDRI Store. "F.O.B." means that the title of products passes to you when SDRI Store delivers them to the carrier and risk of loss passes to you when the carrier delivers products to the address you designate. SDRI Store is under no obligation to replace products lost or damaged in transit. Any payment by SDRI Store of freight charges shall be for your account, and shall not extend the obligations of SDRI Store with respect to delivery. You must notify SDRI Store of damaged or missing items from your order within 5 business days after you received your product.
SDRI Store shall not be liable for any loss, damage or expense howsoever arising from delay in delivery including but not limited to delays caused by governmental order, strikes, lockouts, fires, disasters natural or manmade, weather, and other causes beyond its control. You shall at request of SDRI Store supply SDRI Store with details necessary to allow SDRI Store to make delivery. If you do not comply with such request you shall not be entitled to withhold any payment and shall indemnify SDRI Store against any consequential loss, damage or expense. Notwithstanding any express agreement as to date of delivery SDRI Store shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining any goods or materials or part or components or services therefore or making delivery thereof by strikes, lockouts, trade disputes or labour troubles or any cause beyond Seller's control including, without limitation.
Separate charges for shipping and handling will be shown on the invoice. You will only be charged one shipping and handling charge for each order regardless of the number of shipments.
6. RETURN POLICY
You agree to comply with and be bound by the return policies in connection with returns of products purchased through SDRI Store. Our current return policy is incorporated herein by reference and made part of these Terms and Conditions. Note: this return policy is not a warranty.
You agree to comply with and be bound by the warranties or guarantees in connection with purchase of products through SDRI Store. Our warranty and guarantee is incorporated herein by reference and made part of these Terms and Conditions.
8. DISCLAIMER OF WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE PRODUCT OR SERVICE IS AT YOUR SOLE RISK. THE PRODUCT AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
- SDRI STORE MAKES NO WARRANTY THAT (i) THE PRODUCT OR SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE PRODUCT OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT OR SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT OR SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SDRI STORE OR THROUGH OR FROM THE PRODUCT OR SERVICE SHALL CREATE ANY WARRANTY NOT STATED IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SDRI STORE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SDRI STORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PRODUCT OR SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PRODUCT OR SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT OR SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE PRODUCT OR SERVICE.
FOR ANY BREACH OF THESE TERMS AND CONDITIONS, OUR SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE OF THE PRODUCTS ORDERED BY CUSTOMER.
10. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 9 AND 10 MAY NOT APPLY TO YOU.
11. INTELLECTUAL PROPERTY
Content included on or comprising the SDRI Store site, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively "Content") are protected by copyrights, trademarks, patent or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S., Canadian and international copyright laws, and SDRI Store owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of such Content. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part.
The SDRI Store logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by SDRI Store and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.
SDRI Store does not want to receive confidential, proprietary or trade secret information through the www.spyderstyle.com site (excluding information relating to any order you submit). Please note that any information, materials, suggestions, ideas or comments sent to SDRI Store will be deemed non-confidential, and, by submitting any such information, you are granting SDRI Store an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever. However, we will not use your name in connection with any such materials, information, suggestions, ideas or comments unless we first obtain your permission or are otherwise required by law to do so.
If any claim is made against you alleging that any product infringes any patent rights, registered designs, copyright or other industrial property rights of another then you shall forthwith notify SDRI Store with full particulars, and SDRI Store or its suppliers or licensors (as case may be) shall be at liberty at their expense to conduct all negotiations and/or litigation in respect thereof and (if necessary) in name of you and if as a result of such negotiations or litigation you shall be unable to use the product substantially for purpose for which it was bought SDRI Store shall take it back and refund the price thereof to you and such refund shall not in any event exceed the total price of the product ordered by you.
12. CUSTOMER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the customer registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify SDRI Store of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SDRI Store cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
You agree that SDRI Store, in its sole discretion, may terminate your password and account if SDRI Store believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions.
14. LAWS AND JURISDICTION
You and SDRI Store agree that any dispute, controversy or claim arising out of or relating to this agreement, or to the performance breach or termination thereof, shall be settled by the laws of the Province of Ontario, Canada which shall govern this agreement and to submit to the exclusive jurisdiction of the Ontario courts based in Canada. Any failure by SDRI Store to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. Each party shall bear its own costs, except that the prevailing party in such court will be entitled to recover its reasonable attorneys' fees. Administrative fees and the fees and expenses of the court shall be borne by the party bringing suit. Any additional costs, fees or expenses incurred in enforcing judgment shall be charged against the party resisting enforcement.
16. LINKS TO AND FROM THIRD PARTY WEB SITES
The SDRI Store Web site may contain links to other sites, or may be linked to by other sites. The links are meant to enable access to publicly available information to those who are allowed to the SDRI Store Web site only. SDRI makes no representations whatsoever about any other Web site that you may access through the SDRI Store site, or that may provide you with access to, or information about, the SDRI Store site. When you leave the SDRI Store site, it is understood that SDRI Store has no control over the content on that Web site. In addition, a link to or from a non-SDRI Store Web site does not imply and does not constitute sponsorship, endorsement, approval or responsibility for the content, or the use of such third-party Web site. SDRI Store makes no representation or warranty as to any third-party products or services. No rights to use or copy the information on this or the third-party site are granted or implied. Any pricing or promotional offers you may view on any third party Web site is not valid until confirmed by SDRI Store under the Terms and Conditions listed herein.
These Terms and Conditions may not be modified, altered or amended without the written agreement of SDRI Store. If there is any inconsistency between these Terms and Conditions and any other agreement included with or relating to products or services purchased from SDRI Store these Terms and Conditions shall govern.
These Terms and Conditions represent the entire agreement between you and SDRI Store regarding your relationship with SDRI Store and supersede any prior statements or representations. By using the SDRI Store YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS. If you are dissatisfied with SDRI Store in any way, including these Terms and Conditions, your sole and exclusive remedy is to discontinue using SDRI Store.
HOW TO CONTACT US
If you have any comments or questions about this agreement, please do not hesitate to contact us at:
Postal Address: SDRI Store, 213 Sterling Rd., Toronto, Ontario, Canada, M6R 2B2
Web site: www.spyderstyle.com