These terms and conditions of sale (these “Terms”) apply to all offers for pre-sales and sales of products (“Products”) sold through the CYLO website (www.cylo.cc) (the “Site”). Your purchase of a Product constitutes your acceptance of these Terms, including your agreement in Sections 11 and 12 to arbitrate certain claims instead of going to court and not to bring or participate in class actions relating to such claims. We may change these Terms from time to time. Any new version of these Terms shall apply to Product purchases made after the new Terms are posted on the Site. You should review these Terms each time you purchase a Product through the Site.
The products are sold by CYLO LLC, referred to in these Terms are “us,” “we” or “our” or the like. The purchaser of a Product pursuant to these terms is referred to in these Terms as “you” or “your” or the like.
2.1 All Product purchases are final, non-cancelable and non-refundable except solely as expressly specified in this Section 2.
2.2 Any prices, quotations and descriptions made or referred to on this Site with respect to the Product are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).
2.3 While we make every effort to ensure that Products appearing on the Site are available (other than Products designated as “pre-order” or “pre-sale” Products), we cannot guarantee that all Products are in stock, immediately available, or available for distribution or delivery to your desired delivery address when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it for any reason. If this is the case, we will refund any prior payment that you have made for that item.
2.4 An order submitted by you constitutes an offer by you to us to purchase the Product on these Terms and is subject to our subsequent acceptance.
2.5 Prior to such acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
2.6 Our acceptance of your order takes effect and the contract concluded at the point where such offer is expressly accepted by us producing then dispatching your order and accepting your credit card or other payment (“Acceptance“).
2.7 After Acceptance, you may not modify or cancel your order without our prior written consent; provided, however: (a) we may cancel your order at any time after Acceptance and prior to shipment for any reason in our sole discretion, and in such event, we will issue you a credit or refund; and (b) for any “pre-order” or “pre-sale” Products (as specifically identified on the Site), you may cancel your order before the end of the defined pre-sales campaign is over; and (c) you may cancel your pre-order up to 5 working days after the pre-sales campaign is over (“buyer’s remorse”) and upon written notice sent to CYLO LLC, where such notice includes your order number (the foregoing collectively constitutes our “Cancellation Policy“).
3.1 Prices payable for the Product are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed. Prices may be indicated on this Site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance.
3.2 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any mistakes or modifications in the Product descriptions or errors in pricing prior to product dispatch. The Product will be provided in accordance with such revised description or corrected price.
3.3 The places that we deliver the Product are listed on the Site (“Territory“).
3.4 Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Site); and (b) VAT and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes, shipping or carriage of the Product as such costs are specified by us on the Site when you submit your order.
3.5 Payment shall be made at the end of the pre-sales campaign and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement).
3.6 We will charge credit or debit cards at the end of the pre-sales campaign. We reserve the right to verify credit or debit card payments prior to Acceptance.
4.1 Delivery timescales/dates specified on the Site, in any order acknowledgement, Acceptance or elsewhere are estimates only. While we endeavor to meet such timescales or dates, we do not undertake to dispatch the Product by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.
4.2 Delivery shall be to a valid address within the Territory submitted by you and subject to Acceptance (“Delivery Address“). You must check the Delivery Address on any acknowledgement or Acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an pre-order.
4.3 Except to the extent required as a result of any mandatory rights you have as a consumer under applicable law, you shall not be entitled to reject the Product in whole or in part by reason of short delivery and shall pay in full notwithstanding short delivery unless you notify us in writing of any claim within 5 days of the latest of the date of receipt of the relevant invoice or delivery whereupon you shall pay for the quantity actually delivered.
4.4 Save as otherwise provided in these Terms, risk of loss of or damage to the Product passes to you on delivery or when placed in your possession, whichever shall occur first.
5.1 Except as set out below as part of the “Exchange Policy” set forth below and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:
5.1.1 we shall not be liable and you shall not be entitled to reject the Product, except for: (a) damage to or loss of Product or any part thereof in transit (where the Product are carried by our own transport or by a carrier on our behalf) where notified to us within 5 working days of receipt of the Product (the foregoing constitutes our “Exchange Policy“) in accordance with the Exchange Policy Procedures set forth below;
5.1.2 we shall not be liable for any damage or losses arising from: (a) defective installation or use of the Product; (b) the use of the Product in connection with other defective, unsuitable or defectively installed equipment; or (c) your negligence or improper use.
5.1.3 where there is a shortage or failure to deliver, or any damage to the Product, we may, in our sole discretion, at our option: (a) in the case of Product shortage or non-delivery, make good on any such shortage or non-delivery and/or; (b) provide a credit or refund, pro-rated to the extent applicable; and/or (c) in the case of damage to the Product and in accordance with the Exchange Policy, replace, exchange or repair the Product upon you returning the Product in accordance with the Exchange Policy procedures set forth below.
5.2 Exchange Policy Procedures. If the event of damage to the Product meeting the terms and conditions of the Exchange Policy, you should email us at firstname.lastname@example.org and we will arrange for pick-up and return of the damaged Product (which must include all original packaging, hardware, accessories materials, and documentation) at our sole expense. Upon receipt by us of the returned Product (including all original packaging, hardware, accessories materials, and documentation) and verification of the damage, we will ship out to you a replacement Product as soon as reasonably possible.
5.3 Exchange Policy Limitations. Your rights of repair or replacement of the Product or any part or parts thereof as part of the Exchange Policy will in all cases be negated or rendered void where: (a) the Product has been modified or altered by persons other than us or any authorized dealer; (b) the Product has not been returned together with full details in writing of the alleged damage in accordance with the Exchange Policy; and/or (c) the damage to the Product is due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any instructions or other directions issued or made available by us in connection with the delivered Product.
Where the Product supplied includes or embodies any software (the “Software“), the Software is licensed by us or by the relevant licensor/owner subject to the relevant end-user license agreement or other license terms included with the Product and/or on the Site (the “License Terms“). Notwithstanding anything to the contrary, Software is licensed, and not sold, to you. Except to the extent expressly provided by us in writing or under the License Terms, the Software is provided “AS IS” without any warranties, terms or conditions as to quality, fitness for purpose, non-infringement, performance or correspondence with description and we do not offer any warranties or guarantees in relation to the Software installation, configuration or error/defect correction. You are advised to refer to the License Terms for further information regarding the license and use of the Software.
The following terms apply solely to purchases of the CYLO Product through the pre-sale in effect on the Site as stipulated on the Site (the “CYLO Pre-Sale”):
When you purchase the CYLO Product through the CYLO Pre-Sale, you will be eligible to participate in the CYLO Referral Program (the “Program”), pursuant to which you may receive one or more credits against your CYLO Product purchase price when individuals who you refer to the Site also purchase the CYLO Product through the CYLO Pre-Sale. You will receive in your order confirmation e-mail a unique coupon code (the “Coupon”) which you can share with your friends and contacts through e-mail, social networking websites or other lawful means. When your friend or other contact clicks on the link and purchases the CYLO Product through the CYLO Pre-Sale during the same browser session, you will receive a credit against your CYLO Product purchase price (and not any taxes, shipping charges or other amounts) provided that the purchase is not subsequently cancelled for any reason. The amount of the credit is stipulated on the Site.
The aggregate credit you may receive through the Program shall not exceed your CYLO Product purchase price. The credit due to you shall be calculated on the date that the Pre-Sales campaign ends and shall be applied as a credit against the payment instrument you used to pay for your CYLO Product pre-order. You may not receive any credit if such payment instrument is no longer in effect.
You will not be eligible to receive credits for Product purchases that are made by you or on your behalf or that occur after the pre-sales campaign has ended. You acknowledge and agree that (1) various factors, including end user web browser settings and the occurrence of errors or unavailability of software or services, may adversely impact our ability to recognize that a CYLO Product Purchase occurred through the use of a Coupon and that we shall have no liability therefore and (2) our records regarding Product purchases and order cancellations made in connection with the Coupon shall be deemed conclusive and controlling for all purposes.
You agree not to send any “spam” in connection with your distribution of the Coupon, and agree to only e-mail the Coupon to people whom you reasonably believe would like to receive such e-mails from you. You further agree to comply with all terms and conditions applicable to your use of third party websites, online services and other channels through or on which you may post or otherwise distribute the Link. You acknowledge and agree that you are solely responsible for complying with all laws, rules, regulations and agreements to which you are a party in connection with your e-mailing, posting or other distribution of the Coupon. We may discontinue your participation in the Program at any time if we suspect any conduct that would constitute fraud or a breach of these Terms or that would otherwise reflect negatively on us, in which case you will not receive any credits.
We may modify, suspend or discontinue the Program at any time and without notice, for any reason or for no reason, in which case you may not receive any credits. You hereby stipulate that you are not relying in any manner on the existence of the Program or the terms under which it is currently made available in connection with any purchase of the CYLO Product that you may make.
TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (A) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCT YOU ORDERED AND THAT ARE MOST CLOSELY RELATED TO YOUR DAMAGES; AND (B) IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER.
9.1 All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the Site or made available by us are intended to represent no more than a general illustration of the Product and its features and do not constitute a warranty or representation by us that the Product will conform with the same.
9.2 THE PRODUCTS ARE PROVIDED WITHOUT ANY WARRANTIES OR SUPPORT OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND NO OTHER REPRESENTATIONS OR CLAIMS OF ANY KIND SHALL BE BINDING ON OR OBLIGATE US. THE PRODUCT IS EXPRESSLY PROVIDED TO YOU “AS IS.” WE ARE NOT OBLIGATED TO PROVIDE ANY TECHNICAL OR CUSTOMER SUPPORT FOR THE PRODUCT WHATSOEVER. IF ANY TECHNICAL SUPPORT OR ASSISTANCE IS PROVIDED WITH RESPECT TO THE PRODUCT AND THE USE THEREOF, IT IS PROVIDED “AS IS”, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE USE OR OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. YOU BEAR ALL RISKS RELATING TO THE USE OF THE PRODUCT AND THE QUALITY AND PERFORMANCE OF THE PRODUCT AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT AS EXPRESSLY SET FORTH AS PART OF THE EXCHANGE POLICY. THESE TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES.
9.3 CERTAIN STATE LAWS DO NOT ALLOW DISCLAIMERS, LIMITATIONS OR EXCLUSIONS OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.1 If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Product by you in any part of the Territory, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
10.2 Product licensed or sold to you under these Terms may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use the Product. You shall be responsible for complying with those laws and will not do anything to breach them.
10.3 Items entering the European Economic Area (EEA) from outside over a certain value may be subject to customs charges (e.g. where costs are in excess of your personal import allowance). You may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you, since we have no control over what these charges are. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.
Any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either you or us is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, you, us and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in these Terms shall prevent either party from seeking remedies in small claims court of competent jurisdiction, nor from seeking injunctive or other equitable relief in any court of competent jurisdiction in relation to protection of such party’s intellectual property rights.
You agree that any claims subject to arbitration under section 10 must be made in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials and in such event we may elect to cancel your order and refund any payments made. You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future – subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any orders for which Acceptance, but not yet fulfillment, has occurred. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. The construction validity and performance of these Terms shall be governed by the laws of the State of Oregon and the parties submit to the exclusive jurisdiction of that State in the event of legal proceedings arising from any dispute.