Last Updated: 22 January 2024
Welcome, and thank you for your interest in dcbel Inc. (together with our affiliates, “dcbel”, “we”, or “us”) and our website at http://www.dcbel.energy, including subdomains of that website (collectively, the “Website”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), are a legally binding contract between you and dcbel regarding your access to the Website.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY USING OR ACCESSING THE WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF OR ACCESS TO THE WEBSITE, YOU AGREE TO BE BOUND BY, THESE TERMS OF USE AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE, INCLUDING DCBEL’S PRIVACY POLICY. If you are not eligible or do not agree to THESE TERMS OF USE, THEN YOU MAY NOT USE OR ACCESS, and you do not have our permission to use OR ACCESS, the WEBSITE. YOUR ACCESS TO AND USE OF THE WEBSITE, AND DCBEL’S PROVISION, AND MAKING AVAILABLE OF, THE WEBSITE TO YOU, CONSTITUTES AN AGREEMENT BY DCBEL AND BY YOU TO BE BOUND BY THESE TERMS OF USE.
Arbitration NOTICE AND CLASS ACTION WAIVER. Except for certain kinds of disputes described in Section 9, you agree that disputes arising under these Terms of Use (including any dispute arising from your access to or use of the Website) will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS OF USE, YOU AND DCBEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Please read the dcbel Privacy Policy (available at https://www.dcbel.energy/privacy-policy) carefully for information about how we collect, use, store and disclose information collected by us in connection with your use of or access to the Website. The dcbel Privacy Policy is incorporated herein by reference and made a part of these Terms of Use. By accessing or using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
The Website is offered and made available to users who are at least eighteen (18) years old. By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously created an user account with us that has been suspended or removed; (c) you have full power and authority to enter into these Terms of Use and in doing so will not violate any other agreement to which you are a party; and (d) your access to and use of the Website is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, then: (i) the individual accepting these Terms of Use on your behalf represents and warrants that they have authority to bind you to these Terms of Use; (ii) you agree to be bound by these Terms of Use; and (iii) the term “you” shall refer to such entity.
Any purchases of products or services you make using the Website, and any creation or use of a user account on the Website, are governed by our General Terms and Conditions (available here) and, if there is a conflict between a provision in these Terms of Use and a provision in the Customer Agreement, the provision in the Customer Agreement will apply to the extent of the conflict.
4.1. Terms of Use. We reserve the right to update, change or otherwise modify these Terms of Use on a going-forward basis at any time on at least seven (7) days’ advance notice and in our sole discretion. If we update these Terms of Use, we will provide notice of such updates, such as by sending an email notification, providing notice through our websites, or updating the “Last Updated” date at the beginning of these Terms of Use. Updates will be effective on the date we take any of the actions set forth in the immediately foregoing sentence. We may also, in our sole discretion, require that you accept any updated Terms of Use in order to continue accessing or using the Website. It is important that you review these Terms of Use after each update and that you check these Terms of Use periodically for changes. By continuing to access or use the Website after we have posted an updated Terms of Use, you are agreeing to accept and to be bound by the updated Terms of Use, including all of the terms incorporated therein by reference. Except as expressly permitted in this Section 1, these Terms of Use may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
4.2. Website. We may update, modify or discontinue the Website at any time, temporarily or permanently, without notice to you. We will have no liability under these Terms of Use for any change to the Website or any suspension or termination of your access to or use of the Website.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (“Materials”) are owned by us, our licensors, or other providers of such Materials, and are protected by intellectual property and other laws. You may access and use the Website for your personal, non-commercial use only. There are no implied licenses in these Terms of Use and, except as expressly authorized by us in writing, you may not use the Materials or the Website and we reserve all rights in and to the Materials.
You may use the Website only for lawful purposes and in accordance with these Terms of Use. By accessing or using the Website, you agree not to:
a) use the Website for any illegal purpose or in any way that violates any applicable federal, state, local, or international law or regulation;
b) use or attack the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any third party’s use of the Website;
c) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any Materials on the Website;
d) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website; or
e) permit or encourage any third party to do any of the foregoing.
7.1. Reliance on Information. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk.
7.2. Third-Party Websites. The Website may contain links to other sites and resources provided by third parties. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk.
7.3. Disclaimer of Warranties. YOUR USE OF AND ACCESS TO THE WEBSITE AND THE MATERIALS IS AT YOUR OWN RISK. THE WEBSITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER DCBEL NOR ANY PERSON ASSOCIATED WITH DCBEL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER DCBEL NOR ANYONE ASSOCIATED WITH DCBEL REPRESENTS OR WARRANTS THAT THE WEBSITE OR THE MATERIALS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR THE MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7.4. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DCBEL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DCBEL ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DCBEL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE WEBSITE OR THE MATERIALS OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless dcbel, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH DCBEL OR ITS AFFILIATES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND DCBEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
9.1. Generally. Except as described in Section 9.2 and 9.3, you and dcbel agree that every dispute arising in connection with these Terms or Use, the Website, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
9.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
9.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 9within 30 days after the date that you agree to these Terms of Use by sending a letter to dcbel LLC, Attention: Legal Department – Arbitration Opt-Out, 4700 de la Savane Street, Montréal, QC, H4P 1T7, Canada that specifies: (i) your full legal name, (ii) the email address associated with your user account (if any) and, if different, an email address at which you can be contacted, and (iii) a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once dcbel receives your Opt-Out Notice, this Section 9 will be void and any action arising out of these Terms of Use will be resolved as set forth in Section 2. The remaining provisions of these Terms of Use will not be affected by your Opt-Out Notice.
9.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting dcbel.
9.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). dcbel’s address for Notice is: dcbel LLC, Attention: Legal Department, 4700 de la Savane Street, Suite 210, Montréal, QC, H4P 1T7, Canada. The Notice of Arbitration must: (a) identify the name or user account of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or dcbel may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms of Use, dcbel will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if dcbel has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
9.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or dcbel must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
9.7. Arbitration Relief. Except as provided in Section 9.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by dcbel before an arbitrator was selected, dcbel will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
9.8. No Class Actions. YOU AND DCBEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and dcbel agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
9.9. Modifications to this Arbitration Provision. If dcbel makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to dcbel’s address for Notice of Arbitration, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
9.10. Enforceability. If Section 9.8 or the entirety of this Section 9 is found to be unenforceable, or if dcbel receives an Opt-Out Notice from you, then the entirety of this Section 9 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10.2 will govern any action arising out of or related to these Terms of Use.
10.1. General Terms. These Terms of Use, together with the Privacy Policy and any other terms and conditions expressly incorporated by reference into these Terms of Use, are the entire and exclusive understanding and agreement between you and dcbel regarding your use and access to the Website. You may not assign or transfer these Terms of Use or your rights under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms of Use, or any provision of these Terms of Use, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms of Use is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms of Use the use of the word “including” means “including but not limited to.” If any part of these Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
10.2. Governing Law. These Terms of Use, and your access to and use of the Website, shall be governed by and construed and enforced in accordance with the laws of New York without regard to conflict of law principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. For any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, you and dcbel submit to the personal and exclusive jurisdiction of the state or federal courts located in New York, New York.
10.3. International Use. The Website is intended solely for visitors located within the United States and Canada. We make no representation that the Website is appropriate or available for use outside of the United States and Canada. Access to or use of the Website from countries or territories or by individuals where such access is illegal is prohibited.
10.4. Contact Information. If you have any questions or concerns about the Website or these Terms of Use, you may contact us by email at info@dcbel.energy or write to us at:
dcbel LLC
4700 de la Savane Street, Suite 210
Montréal, QC, H4P 1T7
Canada
