Terms and Conditions
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR USE OF THIS WEBSITE (“WEBSITE”), WHICH IS OWNED AND OPERATED BY ADEY INNOVATION LLP, A UK LIMITED LIABILITY PARTNERSHIP FOR THE BENEFIT OF ITS US SUBSIDIARY ADEY INNOVATION LLC (“ADEY” OR “US” OR “WE”). PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS, WHICH CONSTITUTE AN ENFORCEABLE AGREEMENT BETWEEN YOU AND ADEY. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO ALL OF THESE TERMS.
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will provide you with notice of such changes by placing a revised version of these Terms on the Website and updating the date at the bottom of these Terms. Your continued browsing or use of the Website will confirm your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Website. If you have any questions or comments regarding the use of the Website or its content, please contact us at firstname.lastname@example.org If you are a corporate customer and would like to request permission to use our photography or other content from our Website for corporate use, please email email@example.com.
2. Eligibility, Registration and Account
The Website is not targeted toward, nor intended for use by, children under the age of 13. By using the Website, you represent and warrant that you are 13 years of age or older. If you are not at least 13 years of age, do not access, use or register for an account on the Website. You further represent and warrant that you have full power and authority to enter into this agreement. In consideration of your use of the Website, you agree to: (i) provide accurate, current and complete information; (ii) maintain and promptly update your account information; (iii) maintain the security of any password you may select or be assigned and accept all risks of unauthorized access to your account and the information you provide us; and (iv) promptly notify us if you discover or otherwise suspect any security breaches related to the Website.
You are responsible for maintaining the confidentiality of any password and any account and any activities that occur under any such account. Adey shall not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect any password or account.
3. Ownership of Website Content
The Website and all content and materials therein, including but not limited to all and any text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of Adey or our affiliates, licensors, suppliers or users and are protected by U.S. and international copyright laws. You are granted a limited, nonexclusive license to electronically copy and print hard copy portions of the Content solely and exclusively for your informational, noncommercial and personal use. Any other use of the Content is prohibited and may violate applicable laws, including copyright and trademark laws. Nothing in these Terms shall be construed as conferring any license to intellectual property rights. This license is revocable at any time at our sole option and discretion.
“Adey” and other Adey product names, marks, logos or slogans that may appear on the Website are trademarks of Adey and may not be used without our prior written permission. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is our proprietary trade dress and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, product names and company names or logos referenced in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Adey. If you believe that anything on the Website infringes upon any trademark which you own or control, you may file a notification of such infringement by contacting firstname.lastname@example.org.
We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Website, or websites linking to the Website. Such websites are not under our control and we are not responsible for the content of any linked website or any link contained in a linked website, or any review, changes or updates to such websites. We provide these links to you only as a convenience and the inclusion of any link does not imply affiliation, endorsement or adoption by us of any website or any information contained therein. When you leave our Website, you should be aware that our Terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from our Website.
6. User Conduct
You agree that in the course of visiting and using the Website you will not violate any law, contract or intellectual property or other third party right or commit a tort. You also agree not to:
- • Use the Website in any unlawful manner or in any manner that could damage, disable, overburden or impair the Website;
- • Send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Website for the purposes of sending spam;
- • Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Website or to extract data;
- • Reverse engineer any aspect of the Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Website (except as otherwise expressly permitted by law);
- • Use or attempt to use another's account without our authorization;
- • Attempt to circumvent any content filtering techniques we employ or access any service or area of the Website that you are not authorized to access;
- • Engage in any harassing, intimidating, predatory or stalking conduct; or
- • "Frame" our Website or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose.
We are not responsible or liable for the conduct of, or your interactions with, users of the Website or for any associated loss, damage, injury or harm. Although we have no obligation to monitor any user conduct on the Website, we reserve the right and have absolute discretion to monitor any user conduct on the Website at any time and for any reason without notice.
You agree to defend, indemnify and hold harmless Adey, its subsidiaries, affiliates, officers, agents, partners, members, employees, independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (i) your use of the Website; (iii) your violation of these Terms; (iv) your violation of any rights of another; or (v) your conduct in connection with the Website. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provision above may not apply to you.
8. Website Disclaimer
THE WEBSITE, CONTENT AND SERVICES PROVIDED ON OR IN CONNECTION WITH THE WEBSITE (COLLECTIVELY, "ADEY WEBSITE") ARE PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ADEY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, DUTIES OR CONDITIONS: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, TITLE, NON-INFRINGEMENT, PRIVACY OR SECURITY; AND (II) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. ADEY DOES NOT REPRESENT OR WARRANT THAT THE ADEY WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ADEY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
9. Product Warranties and Disclaimers
To the extent permitted by law, (i) you acknowledge and agree that the purchase of any Adey product advertised or otherwise displayed on this Website will be subject to separate product warranties, warranty disclaimers and other terms and conditions that will be shipped with the product and the Online Warranty Terms found here (collectively “Warranty Terms”), (ii) you agree to such Warranty Terms which will form a separate agreement between you and us from these Terms, (iii) we reserve the right to modify our Warranty Terms from time to time at our sole option and discretion, and (iv) in the event we make a material modification, an updated version of the Warranty Terms shall be placed and made available on this Website.
10. Limitation of Liability
IN NO EVENT SHALL ADEY, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF, OR INABILITY TO USE, THE ADEY WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY THE USER ON ANY INFORMATION OBTAINED FROM US, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ADEY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO ADEY FOR ACCESS TO OR USE OF THE ADEY WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Either we or you may end this agreement with or without cause or prior notice. Notwithstanding any of these Terms, we reserves the right, without notice and in our sole discretion, to terminate your right to use the Website, or any portion of the Website, and to block or prevent your future access to and use of the Website or any portion of the Website.
12. Dispute Resolution
(a) The parties to these Terms hereby waive their rights to institute litigation with respect to any Dispute arising under or related to these Terms, and consent instead to be bound by the results of the dispute resolution mechanism of this section. The parties (collectively “Disputing Parties”) shall attempt in good faith to resolve through negotiation any and all questions, disputes, claims or controversy arising out of or relating to these Terms (“Dispute”). Any Disputing Party may initiate such negotiations by providing written notice to the other Disputing Party (“Initial Notice”), setting forth the subject of the Dispute or the relief requested. The recipient of such notice will respond in writing within five (5) days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange or correspondence, then representatives of each Disputing Party with full settlement authority will meet at a mutually agreeable time and place within fifteen (15) days of the date of the Initial Notice to attempt to resolve the Dispute. If the Disputing Parties are unable within thirty (30) days after receipt of the Initial Notice, to resolve the Dispute, the Disputing Parties shall submit themselves to arbitration as set forth in this section, and such Dispute shall be solely and finally resolved by confidential and binding arbitration seated and conducted in New York, New York pursuant to the rules of the American Arbitration Association (AAA). Unless the Disputing Parties agree otherwise in writing, the Dispute will be submitted to one arbitrator, and the consent of the Disputing Parties to selection of the arbitrator shall be contingent on the arbitrator’s commitment at the time of appointment to exercise reasonable efforts to issue a final award within six (6) months of such appointment. The arbitrator(s) shall be experienced arbitrator(s) familiar with commercial law. The language of the arbitration shall be English. The Disputing Parties will be responsible for paying their respective shares of the arbitration fees as provided by the applicable rules. Any court of competent jurisdiction may enforce the provisions of this Article and any judgement arising from the arbitration. Notwithstanding any of the above, any party and any Disputing Party may seek preliminary or temporary injunctive relief in connection with these Terms in a court of competent jurisdiction. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the parties to these Terms alone, unless otherwise agreed to by all the Disputing Parties. The arbitrator’s authority to resolve Disputes and to make awards is subject to these Terms.
(b) There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the parties to these Terms alone, unless otherwise agreed to by all the Disputing Parties. Furthermore, Disputes brought by one party against another may not be joined or consolidated in arbitration with Disputes brought by or against any party or third party, unless agreed to in writing by all Disputing Parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration.
These Terms and your use of the Website will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be entirely performed within the State of New York, without resort to its conflict of law provisions. Without derogating from the provisions of Section 12 above (“Dispute Resolution”), you agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in New York, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
EFFECTIVE DATE: These Terms are Effective as of 18th October, 2016