Last updated and effective as of: February 27, 2025

These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Dynapt Inc. and its affiliates (“Company,” “we,” “us,” or “our”), concerning your access to and use of the website located at https://www.dynapt.com/ (“Website”).  Please note that these Terms do not govern any products or services provided by Dynapt to you, which shall be governed by a separate agreement between the applicable parties.

Your use of the Website is at all times subject to these Terms, as the same may be modified by us, and all applicable local, state, national, and foreign laws, rules, and regulations, or terms with third parties to which you are subject, in connection with your access and/or use of the Website under these Terms. By accessing or using any part of the Website, you accept, without limitation or qualification, these Terms. If you do not agree with all of these Terms, you may not use any portion of the Website. If you are dissatisfied with these Terms or the Website, or any material on the Website, your sole and exclusive remedy is to discontinue using the Website.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

Accessibility: If you are having any trouble accessing these Terms or the Website, please contact us at contact@dynapt.com.

Eligibility: You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; and (b) your use of the Website is in compliance with any and all applicable laws and regulations.

Privacy Policy:  Use of the Website is also governed by our Privacy Policy, which is incorporated herein by reference.  Additionally, you acknowledge and agree that transmissions made over the Internet are never completely private or secure and that messages or information you send to the Website may be intercepted or read by others.

Use of Website: The Website is provided for your personal and non-commercial use and for informational purposes only. Any other use of the Website requires our prior written consent. You may not use spiders, robots, data mining techniques, or other automated devices or programs to catalog, download, or otherwise reproduce, store, or distribute content available on the Website. Further, you may not use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Website or any other user's use of the Website, including, without limitation, via means of overloading, “flooding,” “mailbombing,” or “crashing” the Website, circumventing security or user authentication measures, or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Website within another Website. You may not resell use of, or access to, the Website to any third party without our prior written consent.

Accessing the Website: To access some of the resources the Website offers, such as the ability to contact us, you may be asked to provide certain personal details or other information. It is a condition of your use of the Website that all the information you provide through the Website is correct, current, and complete. You agree that all information you provide through this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website.

Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Website, including all copy, software, graphics, designs, content and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Website belong to third parties who have authorized Company to display the materials, such as certain third-party licensors. By using the Website, you agree not to copy, distribute, modify, or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Website. All rights not granted under these Terms are reserved by Company.

No Ideas Accepted: We do not accept any unsolicited ideas regarding the Website from outside the Company including, without limitation, suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business (collectively, a “Submission”). You understand that your Submission is not provided in confidence, and that we assume no obligation, expressed or implied, by considering and/or using it. You further hereby irrevocably assign all worldwide rights, now known or hereafter existing, in and to your Submission to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and/or to the extent necessary for Company to utilize your Submission, you hereby grant to Company an irrevocable, perpetual, worldwide license to use your Submission, including, without limitation, any and all rights therein, in whole or in part, in any manner, in any media now known or hereafter developed, without compensation, attribution, and/or other benefit of any kind to you.  

Linking to the Website: You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

Links from the Website: If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and 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 and subject to the terms and conditions of use and privacy policies for such websites.

No Warranties: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE WEBSITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT, OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING FIVE HUNDRED ($500) UNITED STATES DOLLARS.

Changes: All information posted on the Website is subject to change at any time. In addition, these Terms may be changed at any time, provided that any material modifications will only be applied prospectively. We will make such changes by posting them on the Website. You should check the Website for such changes frequently. Your continued access to the Website after such changes demonstrates your acceptance of those changes.

Indemnification: You agree to indemnify, defend, and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to: (i) your use of the Website; (ii) any breach by you of any of these Terms; and (iii) any violation of applicable law.  

Severability: If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Company under these Terms and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.

Force Majeure: Company will not be responsible for any delay, interruption, or other failure to perform under these Terms due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause beyond the reasonable control of Company. If at any time continued provision of the Website would compromise the security of the Website due, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities, you agree that Company may temporarily suspend the Website.

Governing Law; Dispute Resolution; Arbitration: The laws of Texas shall govern these Terms. While we will make reasonable efforts to resolve any disagreements you may have with the Company, if these efforts fail, you agree that all claims, disputes, or controversies against the Company arising out of these Terms, or the purchase of any products or services ("Claims") shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, injunctive, or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and the Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association (www.adr.org).  

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Jurisdiction: Our Website is provided from the United States and all servers that make them available reside in the United States and in other jurisdictions. The laws of other countries may differ regarding the access and use of the Website. We make no representations regarding the legality of the Website in any other country and it is your responsibility to ensure that your use complies with all applicable laws, including, without limitation, export and import regulations of the United States and other countries.

Questions: Should you have any questions regarding these Terms, contact us via email at contact@dynapt.com.