DineAbility DineAbility Agreement - DineAbility

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING A PRODUCT OR SERVCE

These Terms and Conditions (referred to herein as either "Terms and Conditions" or "Agreement") constitute a binding contract between the person, company, entity, or any other purchasing agent (the “Customer”) who chooses to purchase a Product or Service from DineAbility, LLC. Customer accepts these Terms and Conditions by making a purchase from or placing an order with DineAbility, LLC, from DineAbility.com, or from a Mobile Application or otherwise requesting Products (the “Products”) or engaging DineAbility, LLC to perform or procure any Services (the “Services”). These Terms and Conditions are subject to change without prior notice, except when the Terms and Conditions posted on DineAbility, LLC’s website or mobile application at the time Customer places an order or signs a Statement of Work. These Terms and Conditions will govern the order in question, unless otherwise agreed in writing by DineAbility, LLC and Customer.

Payment

* For purchased Products: All payments are due upon purchase of Product or otherwise governed by the Terms and Conditions. If a payment is not received or payment method is declined, the buyer forfeits the ownership of any items agreed to or purchased. If no payment is received, no Product will be delivered. DineAbility, LLC has the sole authority to define what a “Product” is. Unless otherwise explicitly stated, all product based purchases carry a pay-as-you-go service. There are no long term commitments or contracts on your part. If you cancel, you will be billed for the current month, with no proration.

* For purchased Services: DineAbility, LLC shall be paid the full amount as stated, and set forth, on the Statement of Work for the entire term of this agreement. Customer shall pay DineAbility, LLC 50% of total fee owed within 5 business days of the signing of this agreement, or the agreement is void. The remaining fee is due 30 days after the signing of this agreement. In addition, the Customer shall reimburse DineAbility, LLC for any reasonable out of pocket expenses incurred by the DineAbility, LLC pursuant to the terms of this agreement. DineAbility, LLC shall submit itemized statements of these out of pocket expenses incurred during any particular month by the fifth (5th) day of the next succeeding month. The amount shall be paid to DineAbility, LLC within 30 days. Interest on unpaid balances shall accumulate at 1% per month. DineAbility, LLC has the sole authority to define what a “Service” is.

* The parties intend that DineAbility, LLC is an independent contractor and not an agent or employee of the Customer. The Customer is only interested in results obtained under this agreement. The manner and means of handling DineAbility, LLC’s responsibilities shall be under the sole control of DineAbility, LLC.

Customer agrees to pay the total purchase price for the Products or Services. Terms of payment are within DineAbility, LLC’s sole discretion. In connection with Products or Services being performed or provided pursuant to any applicable Statement of Work, Customer will pay for the Products or Services in the amounts and in accordance with any payment schedule set forth in these Terms and Conditions, or otherwise stated in the applicable Statement of Work. Invoices are due and payable within the time period specified on the invoice. DineAbility, LLC, or any of its Affiliates on behalf of DineAbility, LLC, may issue an invoice to Customer. Customer will pay for, and will indemnify and hold DineAbility, LLC and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide DineAbility, LLC with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of DineAbility, LLC’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, DineAbility, LLC reserves the right to suspend Products or Services until payment is received. Except as otherwise specified on an applicable Statement of Work, Customer will reimburse.

Warranties / Guarantees

DineAbility, LLC warrants that the Services and/or Products will be perform and/or function in good faith and in the manner to which they are capable. Customer's sole and exclusive remedy and DineAbility, LLC's entire liability with respect to this warranty will be, at the sole option of DineAbility, LLC, to either (a) use its reasonable commercial efforts to re-perform or cause to be re-performed any Services not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case, Customer notifies DineAbility, LLC in writing within five (5) business days after performance of the applicable Services. Except as set forth herein or in any statement of work that expressly amends DineAbility, LLC’s Terms and Conditions, and subject to applicable law, DineAbility, LLC makes no other, and expressly disclaims all other, representations, warranties, conditions or covenants, either express or implied (including without limitation, any express or implied warranties or conditions of fitness for a particular purpose, merchantability, durability, title, accuracy or non-infringement) arising out of or related to the performance or non-performance of the Services and/or Products, including but not limited to any warranty relating to third party Services, any warranty with respect to the performance of any hardware or software used in performing Services and any warranty concerning the results to be obtained from the Products and/or Services. This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth herein fails of its essential purpose. Customer acknowledges that no representative of DineAbility, LLC or of its affiliates is authorized to make any representation or warranty on behalf of DineAbility, LLC or any of its affiliates that is not in this agreement or in a statement of work expressly amending DineAbility, LLC’s Terms and Conditions.

Limitation of Liability

DineAbility, LLC, its affiliates, and its and their suppliers, contractors, subcontractors and agents shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury, company loss of any kind, or any expense of any nature whatsoever which may be suffered by Customer or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to any DineAbility, LLC Product or Service, to any third-party product that DineAbility resells, any information contained on the website, your or your company’s personal information or material and information transmitted over our system.

DineAbility, LLC, its affiliates, and its and their suppliers, contractors, subcontractors and agents are hereby released and shall continue to be released from all liability in connection with the loss, damage or corruption of data and software, and customer assumes all risk of loss, damage or corruption of data, software, and hardware in any way related to or resulting from any DineAbility, LLC Product or Service

Pricing Information; Availability Disclaimer

DineAbility, LLC reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, DineAbility, LLC cannot guarantee that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by DineAbility, LLC are for planning purposes only.

Cancellation

A Product purchase item may be cancelled up until payment has been processed. Once payment has been processed, the buyer is responsible for payment. Customer may choose to cancel the Product after initial purchase, where Product is a monthly Service, 15 days prior the 1st day of the following month. Any cancellation’s received after the 15 day deadline will not be processed until the following month in which payment will be required for that month. Cancellations can be made to Info@DineAbility.com or to a DineAbility, LLC authorized representative.

A Service purchase may be cancelled prior to any work performed, and after the contract is authorized, with a 10% fee assessed from the overall sale price. If a cancellation is received after commencement of work, all work rendered, fees, any other applicable entitled payment shall be paid to DineAbility, LLC by Customer within 30 Days of date of termination. Customer agrees to the DineAbility, LLC pro-rated fee that is assessed from the commencement of work to the termination date.

Arbitration

Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of the Superior Court located in County of New London, State of Connecticut. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

Non-Disclosure

Both Customer and DineAbility, LLC shall not disclose information concerning the existence or details of these Terms and Conditions and work product of the intended transaction to other parties, either verbally or in writing. Both parties shall use all reasonable efforts to protect each other’s interest in the Information and keep it confidential, using a standard of care no less that the degree of care that would be reasonably expected to employ for his own similar confidential information. In particular, parties shall not directly or indirectly disclose, allow access to, transmit or transfer the Information to a third party without the other parties prior written consent except for either respective attorneys, accountants and confidential advisors who have a need to know such information.

Copyright

The content, organization, graphics, design, and other matters related to the Products, Services, or Website are protected under applicable copyrights and other proprietary laws, including but not limited to intellectual property laws. The copying, reproduction, use, modification or publication by Customer or any Customer affiliations of any such matters is strictly prohibited, without our express prior written permission by DineAbility, LLC.

These terms and conditions are subject to change.

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