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Terms And Conditions Of Sale

TERMS AND CONDITIONS OF SUBSCRIPTION SERVICE SALES AGREEMENT

RECITALS

WHEREAS, DPAM is an innovative company who sells and distributes state-of-the-art aftermarket automotive products and services;

WHEREAS, VehicleMRI is a web-based electronic OBD2 vehicle inspection, analysis, and vehicle condition reporting system, used to gather data from a vehicle’s electronic systems by capturing and analyzing OBD data to identify car problems that are not visual, and designed to supplement other inspection methods, such as visual inspections;

WHEREAS, Customer desires to procure a VehicleMRI Subscription Service (“Subscription Services” or “Services”) and DPAM desires to offer Customer such Subscription Services;

WHEREAS, Customer acknowledges and accepts the Software License Agreement and Terms of Use Agreement, and agrees to comply with their terms, which along with this Subscription Services Agreement (collectively, the “Agreement”), will govern Customer’s purchase;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. SALE OF SUBSCRIPTION SERVICES

1.1 VehicleMRI. DPAM agrees to sell and Customer agrees to purchase the Subscription Services, in accordance with the terms and conditions of this Agreement. Customer may elect to purchase an Annual Subscription Service or a right to access “on demand” the VehicleMRI Services (“M2M”). DPAM will provide each Customer one (1) User Account per subscription. If there is a conflict between the terms of the Agreement and the terms of the order form, then the terms of the Agreement shall control.

2. ORDERING TERMS

2.1. Orders. Customer shall place Orders for the Subscription Services using DPAM’s VehicleMRI website (DENSOVehicleMRI.com). Once Customer makes a purchase selection (either Annual subscription or M2M) Customer will be required to register for a new account and enter its payment information. All orders shall be subject to acceptance and confirmation by DPAM. The terms and conditions of the Agreement shall supersede and replace any pre-printed terms and conditions Customer’s may transmit; any such pre-printed terms and conditions shall be null and void.


3. PRICING AND TERMS

3.1. Subscription Services Pricing: Pricing for the Subscription Services are displayed on the DENSOVehicleMRI website. An order made in error, can be cancelled upon timely notice to DPAM. DPAM reserves the right, at its sole discretion, without incurring any liability to DPAM, to change from time to time such prices, terms, conditions and provisions.

3.2. Subscriptions: To become a Subscriber to the DENSOVehicleMRI website, Customer shall register for an account on the DENSOVehicleMRI website and pay the applicable subscription fees during the account registration process. Customer will receive an acknowledgement of the order, at which point the Agreement shall be in effect.

3.3. Payment: Customer authorizes DPAM to charge any debit / credit card payments to Customer’s debit / credit cards based on the prices for the Subscription Services are shown in the online order form. Prices do not include shipping costs for the interface device. Subsequent purchases shall be made only from the DENSOVehicleMRI website, and shall be subject to the terms and conditions of the Agreement. If payment was stored, Customer authorizes DPAM to charge any debit / credit card payments to Customer’s debit / credit cards. If DPAM is unable to secure funds from Customer’s debit / credit card(s) for any reason, including but not limited to, insufficient funds in Customers debit / credit cards, DPAM may immediately terminate or suspend a Subscription Services in the event of non-payment.

3.4. Taxes: Purchases are subject to state and local sales tax.


4. TERM OF SUBSCRIPTION SERVICES AND TERMINATIONS

4.1. Term: The Agreement shall be effective as of the date Customer first purchases the Subscription Services (either as an annual subscription or an M2M purchase), and M2M purchases will remain in effect for a thirty (30) day period from purchase date; annual subscriptions shall remain in effect for a period of one (1) year. Subscription Services will include any updates or enhancements, and are subject to the terms of the Agreement.

4.2. Renewal: The Agreement and Customer’s purchase shall thereafter automatically renew for a successive equivalent term, and Customer must pay the applicable subscription fees before the date of renewal, unless and until Customer gives DPAM notice of non-renewal at least thirty (30) days’ prior to its intent to cancel the Subscription Services, or the Subscription Services are otherwise terminated in accordance with the terms of the Agreement. DPAM may immediately terminate or suspend a Subscription Services renewal term in the event of non-payment. Customer may cancel the Subscription Services at any time, and any remaining Services are not refundable.

4.3. Termination for Cause: DPAM may immediately terminate or suspend the Subscription Services, including Customer’s access to the DENSOVehicleMRI website and/or disable Customer’s Login Information in the event of violation of the terms and conditions of the Agreement. In the event of such unauthorized use, DPAM shall be entitled to injunctive and other equitable relief without proving damages or a furnishing a bond.

4.4. No Liability for Termination: DPAM shall not be liable to Customer for damages of any kind, including incidental or consequential damages, on account of the termination of the Agreement.


5. DELIVERY

5.1. Shipment: Shipments will be sent via UPS, unless otherwise specified. Shipping rates may change without notice due to rate increases by common carriers.


6. THIRD PARTY WEBSITES

6.1 The DPAM VehicleMRI website may provide links that allow Customer to leave its site and/or access third party websites. The linked sites in many cases are not under the control of DPAM, and DPAM is not responsible for the contents of any linked site or any link contained in a linked site or any changes or updates to such sites.


7. DISCLAIMER OF WARRANTIES.

Except as stated otherwise herein, ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF merchantability, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED. THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.”

7.1. Notwithstanding the above, if Customer experiences technical difficulties with either the DENSOVehicleMRI website or in using the VehicleMRI Subscription Services, Customer shall contact DPAM Customer Service at 877-675-5463, or obtain additional information from DENSOVehicleMRI.com.


8. EXCUSED PERFORMANCE

8.1. DPAM shall not be liable for any prevention or delay in performance resulting in whole or in part, directly or indirectly, from fires, floods or other catastrophes; strikes or labor disruptions, wars, embargoes, import or export quotas or tariffs; the adoption or enactment of any law, regulation, ruling or order or the taking of any other action by any foreign, federal, state or local government directly or indirectly interfering with or rendering more burdensome provision of the Subscription Services, or any other circumstances or causes beyond the control of DPAM.


9. INDEMNIFICATION.

9.1. Customer hereby agrees to indemnify DPAM against, and to hold DPAM harmless from, any and all liabilities, losses, damages and expenses (including attorney’s fees and expenses) of any kind or character arising from claims asserted and legal proceedings instituted by any third person in respect to any acts, omissions or misrepresentations of Customer or its agents.

9.2. DPAM and its affiliates shall not be liable for loss, injury or damage of any kind to any person, entity or property of any kind from any use or failure of the Subscription Services, and Customer and its users release and waive all claims against DPAM and its affiliated companies.


10. INTERPRETATION AND ENFORCEMENT

10.1. Assignment: Customer shall not without the prior written consent of DPAM assign any of its rights or obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the legal successors and assigns of the parties hereto.

10.2. Controlling Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any dispute or controversy arising hereunder or from the transactions contemplated herein, the parties mutually consent to the exclusive jurisdiction of a court of competent jurisdiction in Los Angeles County, California.

10.3. Entire Agreement: This Agreement may not be modified or altered except by a written instrument duly executed by both parties.


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