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Terms and Conditions

Last Modified: 3/28/2024

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

These terms and conditions ("Agreement") apply to each purchase and resale of Diono products, and/or related products (“Products”) or any other agreement to which they are attached or incorporated by reference. By accepting delivery of the Products, you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are valid without signature and are subject to change from time to time in the sole discretion Diono Canada, ULC (“Diono”).  Any such changes will advised to you in due course and shall be binding on you. If you do not wish to be bound by this Agreement and any subsequent changes hereto, you may terminate your account by promptly notifying Diono in writing.

  1. Other Documents.  This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by both you and Diono.
  2. Reselling.  You may purchase and resell the Products to all end users in your own brick and mortar retail shops or your own direct-to-consumer ecommerce site.  You may not resell in the following channels unless you have explicit written permission to do so set out in a signed written agreement with Diono:  Education or Healthcare agencies, Federal, Provincial or Local governments, distributors, third party sales agents, buying groups, auction-type websites, 3rd party marketplace sites (including but not limited to amazon.ca, walmart.ca, e-bay, rakutun). Diono reserves the right to restrict or prohibit your participation in certain coupons and promotions, and add, modify, or discontinue pricing, Products and/or parts. Diono may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of Products at any time. 
  3. Trademarks; Copyrights.  Subject to the terms and conditions of this Agreement, Diono grants to you a non-exclusive, non-transferrable and non-sublicensable license to use the Diono Trademarks (as hereinafter defined) solely for the purpose of accurately identifying the Diono-branded Products you market and/or sell under this Agreement. “Trademark” means the rights in and to Canadian, USA and other foreign trademarks, service marks, trade dress, brand names, copyrighted works, and logos, in each case whether registered or unregistered, owned by Diono or its affiliates. Other than the express licenses granted by this Agreement, Diono grants no other right or license to you, by implication, estoppel or otherwise, to any intellectual property rights of Diono and its affiliates. You will promptly discontinue the display or use of any Trademark or to change the manner in which a Trademark is displayed or used when requested by Diono. Upon termination of this Agreement, your rights under this Section cease immediately, and you shall immediately cease all display, advertising, promotion and use of all of Diono’s Trademarks and shall not thereafter use advertise, promote or display any trademark, trade name or product designation or any part thereof that is similar to or confusing with Diono’s Trademarks or with any trademark, trade name or product designation associated with Diono or any Products. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Diono.
  4. Quotes; Orders; Payment Terms; Interest.  All orders are subject to acceptance by Diono and you may not cancel or reschedule orders for Products without Diono’s consent. Payment terms are within the sole discretion of Diono. You agree not to violate the terms of any offer or concession made available by Diono. Diono may invoice and/or ship parts of an order separately unless otherwise expressly agreed. Diono reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, Diono may charge or re-debit your account or credit card the full list price for your purchase, thus revoking the discounted or special price included in the offer. You agree to pay interest on all past-due sums at the highest rate allowed by applicable law.  You agree that the Province of Ontario is the point of sale. If you pay by credit care, you agree to pay our current 2% credit card convenience fee (subject to change) unless otherwise prohibited by law.
  5. Security Interest. You hereby grant Diono, and Diono hereby retains, a purchase money security interest and lien on any and all of your right, title and interest in Products, wherever located,  and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. Diono may file a financing statement for the security interest and you shall execute any statements or other documentation necessary to perfect Diono’s security interest in the Products. You also authorize Diono to execute, on your behalf, statements or other documentation necessary to perfect Diono’s security interest in the Products. Diono is entitled to all applicable rights and remedies of a secured party under applicable law.
  6. Shipping Charges; Taxes.  Shipping dates provided by Diono are estimates only. Unless otherwise agreed in writing, shipping, and handling are additional and will be shown on the invoice(s) or other documentation. Loss or damage that occurs during shipping by a carrier paid by Diono is Diono’s responsibility if, and only if, sufficient evidence of loss is presented within 24 hours of shipment arrival.  In such event, you must present a signed copy of the bill of lading with a fully documented claim detailing all damages and loss with photos of same.  Loss or damage that occurs during shipping on your designated carrier or by a carrier hired or otherwise paid by you is your responsibility. Unless you provide Diono with a valid and correct tax exemption certificate applicable to the Product ship-to location at the time of purchase, you will be responsible for sales and all other taxes associated with the order, however designated, except for Diono franchise taxes and taxes on Diono net income.
  7. Title; Risk of Loss; Insurance.  Risk of loss in Products passes from Diono to you on Ex-Works shipment from a Diono facility or third-party manufacturer’s facility. Title in the goods passes from Diono to you when the goods are paid for. You will keep and maintain in effect at your sole cost and expense comprehensive general liability, including products’ liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (CDN). Upon request by Diono, you will provide to Diono a certificate of such insurance and/or name Diono as an additional insured. The provisions of this insurance requirement shall not be construed to limit in any way your indemnity or other obligations in this Agreement.
  8. Warranties.  Unless otherwise expressly stipulated, Diono provides a limited one (1) year warranty to the end user of the Products.  DIONO MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WHATSOEVER EXCEPT THOSE STATED IN THE PRODUCT MANUALS AND THE DIONO APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. DIONO DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  9. Additional Remedies & Responsibilities. DIONO RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE OR TECHNICAL SUPPORT IT OFFERS IN WHOLE OR IN PART IF YOU BREACH ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT OR IF YOU FAIL TO PAY AMOUNTS DUE FOR PRODUCTS YOU PURCHASE FROM DIONO. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL REPRESENTATIONS OR OMISSIONS YOU MAKE TO YOUR CUSTOMERS, INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATION OR OMISSION YOU MAKE ABOUT PRODUCT WARRANTIES, FEATURES, PERFORMANCE, SUPPORT AND SERVICE. YOU WILL INFORM YOUR CUSTOMERS OF DIONO RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT. 
  10. Returns.  No return to Diono may be made without a valid, signed RA.  Diono’s return policy, which forms a part of this Agreement (including subsequent amendments thereto), is available upon request. Returned Products must remain in the boxes in which they were shipped, and you must notify Diono BEFORE arranging a Product return. YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES FOR SUCH A RETURN. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY.
  11. Products.  Diono may revise and discontinue Products at any time without notice. Diono will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new or reconditioned parts and assemblies.
  12. Limitation of Liability.  DIONO DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS, LOSS CONTRIBUTED TO BY YOUR OWN BREACH OF THIS AGREEMENT OR LOSS RELATING TO THE PROVISION OF SERVICES AND SUPPORT OR ABSENCE THEROF.  DIONO WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, DIONO IS NOT RESPONSIBLE FOR ANY LOSS DUE TO INFORMATION YOU HAVE PROVIDED TO US. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, DIONO IS NOT IN ANY EVENT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID TO DIONO FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. ANY LEGAL ACTION ARISING OUT OF ANY PARTIAL OR TOTAL FAILURE OF THE PRODUCT(S) OR ANY DEFECT SHALL BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE.
  13. YOUR INDEMNITY TO DIONO.  You will indemnify, defend and hold Diono, including Diono partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, harmless from any claim, demand, cause of action, debt or liability (including reasonable legal fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to Product(s); (b) your breach of this Agreement, (c) your omissions, misrepresentations, or negligence, and (d) the Products sold by you damage a third party to the extent such claim is based on (i) your modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations and orders that affect the Products or otherwise relate to this Agreement or the operation of your business; (iii) your omission, misrepresentation, or negligence, or (iv) you or your end-users cause intentional harm to any person or property. Indemnified claims, debts and liabilities include the amount of any discount in price or concession that is made available by Diono to you. 
  14. Dispute Resolution and Governing Law. If the parties are unable to resolve any dispute arising from this Agreement through negotiation or mediation within a reasonable time after written notice from one party to the other that a dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current rules of the ADR Institute of Canada, Inc.’s National Arbitration Rules.  The laws of the Province of Ontario and the federal laws of Canada applicable therein govern this Agreement, without giving effect to any choice or conflict of law provisions or rules that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.  The Arbitration will be conducted before a single arbitrator sitting in Toronto, Ontario. The arbitrator shall base its award on the terms of this Agreement and will follow the laws and judicial precedents that a court in the Province of Ontario would apply to the dispute.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The arbitrator shall render its award in writing and will include the findings of fact and conclusions of law upon which its award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The prevailing party shall receive all costs and reasonable legal fees. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm.
  15. Independent Contractors.  No provision of this Agreement will or shall be deemed to create any agency, partnership, joint venture, franchise or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. You and Diono are independent contractors. Each party is responsible for the direction and compensation, and is liable for the actions of, its employees and subcontractors.
  16. General. You agree not to provide any written regulatory certifications or notifications on behalf of Diono. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delays resulting from circumstances or causes beyond the party's reasonable control.
  17. Unsatisfactory Credit Status.  Each issuance of an order to Diono constitutes your representation and warranty that you can pay for the Products identified therein in accordance with the terms of this Agreement. You shall furnish Diono with such information accurately and fairly evidencing your financial condition as Diono may, from time to time, reasonably request. Throughout the term of any order, you shall be in compliance with all loan covenants and other obligations to its lenders. You shall notify Diono immediately of any and all events that have had or may have a material adverse effect on your business or financial condition, including any change in management, sale, lease or exchange of a material portion of your assets, a change of control of ownership, or breach of any loan covenants or other material obligations of you to your lenders. If, at any time, Diono determines in its sole but reasonable discretion that your financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Diono’s rights under this Agreement, at law or in equity, Diono may without liability or penalty, take any of the following actions: (a) modify the payment terms described above for outstanding and future purchases, including requiring you to pay cash in advance or cash on delivery; (b) reject any order received from you or cancel any previously accepted order; (c) delay any further shipment of Products to you and stop delivery of any Products in transit in the possession of a common carrier or bailee and cause the Products in transit to be returned to Diono; (d) immediately terminate any order or this Agreement; or (e) accelerate the due date of all amounts owing by you to Diono.  No actions taken by Diono under this Section (nor any failure to act under this Section) constitute a waiver by Diono of any of its rights to enforce your obligations under this Agreement, including your obligation to make payments as required under this Agreement.
  18. Termination.  In addition to any remedies that may be provided under this Agreement, Diono may terminate this Agreement with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under this Agreement; (ii) have not otherwise performed or complied with any of the terms hereunder, in whole or in part; or (iii) become insolvent, files a petition for bankruptcy or commences or have commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
  19. Force Majeure.  Diono shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Diono including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic/pandemic, lockouts, strikes or other labor disputes, restraints or delays affecting motor carriers, lack of motor carrier availability, inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  20. Confidential Information.  All non-public, confidential or proprietary information of Diono, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Diono to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Diono in writing. Upon Diono's request, you shall promptly return all documents and other materials received from Diono. Diono shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is established by documentary evidence to be: (i) in the public domain; (ii) known to you at the time of disclosure; or (iii) rightfully obtained by you on a non-confidential basis from a third party.
  21. Assignment. You may not assign any right or obligations hereunder without first obtaining the prior written consent of Diono. Any purported assignment or delegation in violation of this Section is null and void. You hereby agree that this Agreement and all the terms herein shall be binding upon you and your heirs, executors, administrators, personal representatives, successors and assigns, as applicable. 
  22. Further Assurances. On Diono’s request, you shall, at your sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts necessary to give full effect to this Agreement.
  23. Language. The parties hereto have expressly required that this Agreement and all documents and notices relating thereto be drafted in the English language.  Les parties aux présentes ont expressément exigé que cette convention et tout autre contrat, document et avis qui y sont afférents soient rédigés en anglais.

DIONO BRAND MANAGEMENT POLICY

INTRODUCTION AND PURPOSE OF POLICY

Diono Canada, ULC (a company organized in the Province of Ontario) and its affiliated companies (collectively, “Diono”) have invested substantial time and money building the Diono brand name and image and promoting the quality and technical advantages of its products.  The “Diono Brand,” as defined below, is recognized throughout the world as an assurance of quality and reliability in juvenile products.  Diono seeks to preserve and enhance its brand image, compete effectively in the sale of its products, and maintain a mutually profitable relationship with its “Authorized Retailers,” defined below.  In order to achieve these objectives, Diono has unilaterally adopted this Brand Management Policy (“Policy”) in Canada.

Diono is committed to maintaining and enhancing the reputation and value of the Diono Brand.  In order to do so, Diono must ensure that: (i) the “Diono Brand Elements” (as identified below) are used only by those Authorized Retailers who are committed to maintaining and protecting the Diono Brand; (ii) when the Diono Brand Elements are used, they are used properly and in accordance with this Policy; and (iii) products bearing the Diono Brand (“Diono Products”) are advertised at prices set by Diono to reflect the quality and reliability of those Diono Products, as well as the overall value of the Diono Brand; and  (iv) Diono takes appropriate steps – including legal action in some cases – against those who use the Diono Brand Elements without the authorization or consent of Diono, or, if authorized, use the Diono Brand Elements improperly or advertise unauthorized prices that tarnish the reputation of the Diono Brand in the marketplace.

This Policy is intended to assist Diono, its employees and its expressly authorized retailers in Canada (“Authorized Retailers”) in maintaining, protecting, and enhancing the value of the Diono Brand in that geographic market.  Diono firmly believes this Policy is in the long-term best interests of Diono, its Authorized Retailers, and its end-users.

WHAT ARE THE DIONO BRAND ELEMENTS?

The Diono Brand is comprised of many “elements,” including Diono’s patented products, registered and unregistered trademarks, and copyrighted sales literature and collaterals.  Collectively, these Diono Products and Diono Brand Elements make up the “Diono Brand.”

WHO MAY USE THE DIONO BRAND ELEMENTS?

The Diono Brand Elements are intended for use only by Diono’s Authorized Retailers to promote and sell Diono Products in Canada.  Businesses that are not Authorized Retailers are not authorized to use Diono Brand Elements, and any unauthorized use is unlawful.

WHAT USES MAY AUTHORIZED RETAILERS MAKE OF THE DIONO BRAND ELEMENTS?

Authorized Retailers NEED NOT obtain the prior written consent of Diono before engaging in the following uses of the Diono Brand Elements, but must comply with the latest edition of Diono’s Style Manual (“Style Manual”) to use the Diono Brand Elements in the following ways:

  • To identify a retailer as an Authorized Retailer;
  • In retail locations, to identify, promote or sell Diono Products;
  • In print advertising, including in printed flyers, brochures, direct mail and collateral materials, otherwise consistent with this Policy; and
  • In blogs, social networking sites and/or websites connected (by hyperlinks, etc.) to those of Authorized Retailers.

Authorized Retailers MUST obtain the prior written consent of Diono to use the Diono Brand Elements in the following ways:

  • In broadcast advertising (e.g., television, cable or radio), otherwise consistent with this policy;
  • In giveaways and contests;
  • On websites of Authorized Retailers;
  • In collaborations with other businesses;
  • For bundling of a Diono product for sale with other Diono Products or any other manufacturer’s product(s) and/or advertising of such bundling; and
  • For all other uses not identified in this Policy.

TO WHOM MAY AN AUTHORIZED RETAILER SELL DIONO PRODUCTS?

Diono Products are intended for resale only to end-users.  Any resale or transfer, regardless of price, to any recipient other than an end-user or through auction websites runs counter to Diono’s unilateral distribution strategy and shall be deemed a violation of this Policy.  Expressly excluded are sales to 3rd party market place sites (including, but not limited to, amazon.ca, Walmart.ca, e-bay, rakutun )

WHAT MUST AN AUTHORIZED RETAILER DO WHEN USING DIONO  BRAND ELEMENTS FROM THE STYLE MANUAL?

When using Diono Brand Elements from the Style Manual, Authorized Retailers must: (i) use such Diono Brand Elements without modifications of any kind; and (ii) if space permits, include the following legend: “DIONO® and related trademarks are the property of Diono Canada, ULC and are used with permission.”

Minimum Advertised Pricing Policy

Diono Canada, ULC (“Diono”) has, in connection with its Brand Management Policy, implemented a unilateral Minimum Advertised Pricing Policy (“MAP Policy”).  A violation of the MAP Policy constitutes a violation of the Brand Management Policy.  Diono has determined that certain advertising practices undermine Diono’s trade reputation, brands, and premium image within the target consumer population and discourage Diono Resellers (as hereinafter defined) from investing in the Diono product lines and providing the best possible service and support to consumers.    Accordingly, to protect the integrity of the Diono brands, Diono’s MAP Policy will apply to all distributors, wholesalers, retailers, and other resellers who are recognized as Authorized Sellers, Authorized Resellers or Authorized Retailers by Diono (collectively, “Resellers”) of Diono products in Canada.   This MAP Policy applies to all products listed on the Diono MAP Schedule (“Covered Products”).  Diono is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and will communicate the MAP for each Covered Product to all Resellers through the Diono MAP Schedule.  This MAP Policy is not intended as, nor is it to be construed as, an attempt by Diono to set advertised or resale prices or an agreement between Diono and any Reseller or other party.  In addition, Diono will not accept any assurances of compliance with the MAP Policy from any Reseller. Each Reseller must independently choose whether to comply with the terms of this MAP Policy.  This MAP Policy is not negotiable and will not be altered for any individual Reseller. This MAP policy is strictly limited to advertised prices and does not affect the prices that Reseller may charge for Covered Products.

Guidelines

Although all Resellers are free to advertise and sell all Diono products at any price they deem appropriate, it is a violation of the MAP Policy for a Reseller to advertise any Covered Product at a price lower than the MAP. Such advertisements include, but are not limited to:

  • Offering coupons, discounts, reseller rebates, credits, or other inducements that, when applied, result in a net advertised price lower than the MAP, including through use of a storewide sale, promotional code, or other similar provision that can be applied to Covered Products.
  • Bundling Covered Products with other products or services (whether made by or provided by Diono or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product.
  • Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest that a lower price for a Covered Product may be found at the final online checkout stage.

Direct or indirect attempts to circumvent this MAP Policy also violate this MAP Policy; however, it is not a violation to advertise that a customer may “call for price,” “text for price,” or “email for price” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response. Additionally, offering free shipping, 0% holiday tax promotion, or free financing is not a violation of this MAP Policy.

For purposes of this MAP Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed via any type of media, including, but not limited to, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage (except signs displayed within a brick-and-mortar selling location), websites, blogs, social media, affiliate marketing networks/comparison shopping engines, Reseller-initiated text messages or emails to customers or prospective customers, mobile/smart phone applications, banner ads, online product ads, paid search ads, pay-per-click ads, display ads, mobile ads, product listing ads, sponsored links, ads in any other media in a digital format that is communicated or conveyed via the Internet, and any other marketing or promotional materials, whether displayed online or through broadcast or other media.  Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this MAP Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines, and not displayed on search page results within the Reseller’s own website. From time to time, Diono may announce MAP holidays or other authorized promotions that are applicable to all Resellers, during which periods a Reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the MAP Policy. Diono will notify all Resellers of any such authorized promotions through direct communication or through the Diono MAP Schedule.

Enforcement

Diono will take the following actions against any Reseller that fails to comply with this MAP Policy with respect to the advertisement of any Covered Product:

  • First Offense: Reseller will receive notice of the violation.
  • Second Offense (within the preceding 12 months): Reseller will be placed on a DO NOT SHIP list for Covered Products for a period of thirty (30) days.
  • Third Offense (within the preceding 12 months): Reseller will be placed on a DO NOT SHIP list for all Diono Products for a period of sixty (60) days.
  • Fourth Offense (within the preceding 12 months): Reseller will be placed on a DO NOT SHIP list for all Diono Products for a period of ninety (90) days.

Although Diono is not directing any Reseller to require that its customers comply with this MAP Policy, a violation of the MAP Policy by any such third party will constitute a violation by the Reseller.

General terms

  • The MAP Policy will be enforced by Diono in its sole discretion and without notice.
  • Resellers have no right to enforce the MAP Policy.
  • No Diono employee, vendor, supplier, or sales representative is authorized to, nor shall they, modify, interpret, or grant exceptions to this MAP Policy; solicit or obtain the agreement of any person to this MAP Policy; or otherwise discuss any aspect of this MAP Policy with any Reseller, including that Reseller’s or any other Reseller’s compliance with the terms of the MAP Policy.
  • Any questions concerning the MAP Policy must be submitted in writing and directed to Diono Canada, GLC.
  • Diono reserves the right to unilaterally modify, change, suspend, terminate, reinstate, or update the MAP Policy at any time with advance notice in its sole discretion. Diono shall make any such modifications available to all Resellers.