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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, LLC. (“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, State or Local governments, distributors, third party sales agents, buying groups, auction-type websites, 3rd party marketplace sites (including but not limited to amazon.com, walmart.com, Target.com, 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 USA, Canadian 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 Washington state is the point of sale. 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 (USD). 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 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 AAA Rules of Arbitration in the state of Washington. The Arbitration will be conducted before a single arbitrator sitting in Tacoma, Washington. The arbitrator shall base its award on the terms of this Agreement and the laws of the State of Washington and applicable federal laws of the United States, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those in the State of Washington. 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 conclusion 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.

DIONO BRAND MANAGEMENT POLICY

INTRODUCTION AND PURPOSE OF POLICY

Diono LLC (a company organized in the State of Washington) 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 the United States and Puerto Rico.

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 the United States and Puerto Rico (“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 the United States and Puerto Rico.  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.com, Walmart.com, Target.com, 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, LLC. and are used with permission.”

 

MINIMUM ADVERTISED PRICING POLICY

WHAT IS DIONO’S MINIMUM ADVERTISED PRICING POLICY FOR DIONO PRODUCTS?

In connection with its Brand Management Policy, Diono has implemented a Minimum Advertised Pricing Policy (“MAP Policy”).  A violation of the MAP Policy constitutes a violation of the Brand Management Policy.

Diono has implemented this MAP Policy after unilaterally determining that extensive advertised discounting of Diono Products by certain retailers (both authorized and unauthorized) is threatening to detract from the value and image of Diono Products, harm Diono’s reputation as a manufacturer of high-quality juvenile products and impair Diono’s ability to compete effectively against other high-end brands of juvenile products.  Such advertised discounting also permits discounting retailers to “free ride” on the superior (but costly) customer service and promotional efforts of certain Authorized Retailers and the significant promotional expenditures of Diono, discouraging Authorized Retailers from investing in the promotion of Diono Products.

MAP Policy

Diono may cease sales and/or shipments of Diono Products to Authorized Retailers who advertise Diono Products for sale to the public at prices below MAP Pricing (as defined below), as determined in Diono’s sole discretion. 

Actual Sales Price

This MAP Policy governs the prices at which a retailer advertises Diono Products for sale to the public, as defined below.  It does not govern actual resale prices charged to an end-user (“Resale Prices”).  Authorized Retailers are free to determine, negotiate or adjust Resale Prices, provided that they otherwise comply with the MAP Policy.

Definitions

An “advertisement” is any communication made to or accessible to the public stating the price at which Diono Products will be sold.  This includes, but is not limited to, statements communicated to the public through any media (print, radio, television, and internet) including, but not limited to, paid and unpaid advertisements, catalogs, billboards, fliers, classifieds, internet sales listings (on the retailer’s own website or through any third-party internet marketplace), “pop-up” ads, linked videos, blogs, emails, in-store promotional displays, and mailings.

“MAP Pricing” means the price listed for a particular Diono Product as set forth in Diono’s MAP Price List communicated to you from time to time and/or set forth on our website.  Such prices are subject to modification at any time upon notice within Diono’s sole discretion.

“Below MAP Pricing” means advertising for sale any Diono Product at a price lower than the price listed for that product in Diono’s price list.  This definition also applies to e-commerce accounts.  Freight and handling charges (if any) must be in addition to the price set forth in the price list.

“To the public” means an advertisement that is generally available to members of the public as a whole.  In connection with prices advertised on the internet, a price is deemed to be advertised “to the public” if the webpage displaying the price is capable of being located or identified directly through an internet search engine (e.g., google.com, bing.com, etc.) or pricing software.  A price communicated through the internet is not deemed to be advertised “to the public” if it is displayed and/or accessible only on a secured webpage that is not capable of being located through an internet search engine or internet pricing software, including on a secure “Checkout” or “Cart” page.

Unilateral Nature of MAP Policy

This MAP Policy does not constitute an agreement between Diono and any other person or entity and is subject to unilateral change by Diono at any time.  This MAP Policy applies to all Diono Products and all Authorized Retailers.

Diono does not seek and will not accept any retailer agreement with regard to this MAP Policy.  Diono employees and sales representatives will not discuss this MAP Policy or any alleged or actual violations with any Authorized Retailer or employees, representatives, or agents of any Authorized Retailer.  All Diono employees and sales representatives have been instructed not to discuss this MAP Policy, its application or enforcement, or any investigation or actual or alleged violation.  Diono requests that Authorized Retailers do not attempt to discuss this Policy with Diono employees or sales representatives.

Unilateral Determination of Compliance with MAP Policy

Diono will determine unilaterally whether its Authorized Retailers have violated this MAP Policy and notify the offending retailer of that determination and the resulting enforcement action.  If Diono determines that a violation has occurred, there is no appeal process.

WHAT ACTIONS WILL BE TAKEN BY DIONO TO PROTECT, MAINTAIN AND ENHANCE THE VALUE OF THE DIONO BRAND?

In order to maintain the reputation and value of the Diono Brand, Diono reserves the right to take the following actions in the event of violations of this Policy:

  1. Terminate the Authorized Retailer status of offending Authorized Retailers; and/or
  2. Cease, delay or otherwise restrict shipments and/or sales of Diono Products to offending Authorized Retailers; and/or
  3. Take other steps to ensure that violations of the Policy will not recur; and/o
  4. Commence legal actions against offending Authorized Retailers to halt violations of the Policy and/or collect damages; and/or
  5. Commence legal actions against unauthorized retailers to halt unlawful use of the Diono Brand Elements, collect damages and obtain other relief.

COMPLIANCE WITH THIS POLICY IS MANDATORY.  THIS POLICY IS NOT NEGOTIABLE.

Any mistake or error on the part of an Authorized Retailer, inadvertent or not, may be considered by Diono to be a violation of this Policy.  The specific details of any such occurrence may be considered by Diono and may affect the unilateral decision made by Diono in each situation.

Diono may determine that an Authorized Retailer with multiple stores or websites has violated this Policy.  In such a case, Diono may elect to cancel all current orders and/or refuse future orders to all locations or websites of, or affiliated with, that Authorized Retailer.