Effective as of: June 20, 2023
Last updated: June 20, 2023
Acceptance of the Terms
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
By accessing this web site, you agree to the following Terms and Conditions for Online Sales (“Terms”, “Terms and Conditions”) between you and Cardone Industries, Inc. (“Cardone”, “us”, “we” or “our”). These Terms govern the access provided to you through means of a login and permitted access to CARDONE.com and any other cardone.com subdomain or subdomains, including any content, functionality, and services offered on or through this site or another cardone.com site (the “Site”). THESE TERMS AND CONDITIONS ARE IN ADDITION TO THOSE LISTED IN OUR CARDONE.com TERMS OF USE THAT YOU HAVE AGREED TO BY USING THIS SITE.
Please read these Terms carefully before logging in to the Site. By accessing the Site, you accept and agree to be bound by and abide by these Terms. If you disagree with any part of these Terms then you may not access this Site. If you do not want to agree to these Terms, you must not access or use the Site. By using this Site, you represent and warrant that you are at least thirteen (13) years of age. If you do not meet all of these requirements, you may not access or use this Site.
Terms and Conditions of Sale are a separate agreement and include different terms than these Terms and Conditions. Terms of Sale are identified in separate sales and invoice documents and are not addressed here.
The Terms
Cardone has developed an electronic commerce program designed to facilitate business transactions, reduce costs, and improve services to select customers and businesses. You, including individuals and members or employees preferred customers, desire to allow your employees, and authorized agents to access and to use the services provided by this program on this Site. Therefore, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties to these Terms and Conditions Agree as follows:
1. Certain Definitions
1.1. “Company” means that company, corporation, organization, partnership, business or other entity that is currently a customer of Cardone that Cardone and Company wish to have access to and use of CARDONE.com.
1.2. “Authorized Company Customer” means a Person who access the CARDONE.com site using that Person’s e-mail address and password (as defined herein) to access information and services available through this Site pursuant to these Terms and Conditions.
1.3. “Cardone Services” means any information, electronic communication system, on-line technical assistance, or fulfillment services that may be offered on or through this Site.
1.4. “Cardone Site” means an internet web site, to be hosted by or on behalf of Cardone at the uniform resource locator (URL) https://www.cardone.com (or such URL as Cardone may establish at its discretion during the term of this Agreement), and by which Authorized Company Customer may use the Cardone Service.
1.5. “Person” means any individual, corporation (including without limitation any for-profit or non-profit corporation), general or limited partnership, joint venture, estate, trust, association, organization, or other entity.
2. Use of the Cardone Site and Cardone Services
2.1 Authorization. Prior to accepting these Terms, Cardone or the Site or an authorized employee of one of our customers has created a login credential for you using your e-mall address. Your initial access password (the “Password”) has not been set. In order for you to set your Password, you will need to acknowledge your acceptance of these Terms and Conditions by clicking a button entitled “Accept Terms & Change Password”.
The user email address and password together comprise a login credential by which employees, agents or authorized representatives of Company may access the Cardone Site and use the Cardone Services. The email address identifies you as a Cardone customer, and is not confidential. The Password is confidential. Company agrees that it shall maintain as confidential and shall not disclose except to Persons designated as Authorized Company Customers the Password. It is the responsibility of Company to notify Cardone of any misuse, abuse, misappropriation, or unauthorized disclosure of the Password. Company is solely responsible for the activation or cancellation of Password authorization to its employees, agents and representatives, and agrees that it shall be responsible for all purchases ordered using a valid Company Password and fulfilled by Cardone.
Company agrees to inform Cardone promptly in the event the Company account manager responsible for the management of the Company’s account under this Agreement leaves the employment of Company or otherwise ceases to be responsible for the management of Company’s account. Cardone shall take commercially reasonable steps to comply with any written request by Company to terminate or change Company’s access and/or Password, but Company shall remain responsible for any costs associated with orders confirmed and/or fulfilled by Cardone in accordance with the terms of this Agreement prior to such Password change. Cardone reserves the right, but shall have no obligation, to suspend or terminate Company’s Password if, in Cardone’s reasonable belief, Company has failed to maintain the confidentiality of the Password or allowed the Password to be misused.
2.2. Hosting. Cardone shall host and serve the Cardone Site on computer servers operated and maintained by Cardone or its designees, or shall retain another entity to host and serve on other servers in a manner consistent with Cardone’s current quality standards. During the Term, Cardone shall use commercially reasonable efforts to ensure the Cardone Site is available and operational, provided that Cardone shall in no way be liable to or on behalf of Customer for the unavailability of the Cardone Site, or the inability of Authorized Company Customers to access the Cardone Site or use the Cardone Services.
2.3. Obligations of Company
(a) Company agrees that it shall not willingly introduce into the Cardone Site or Cardone Services any device, software or routine, including without limitation viruses, Trojan horses, “worms”, or other malicious or disabling code that would damage or interfere with the proper operation of the Cardone Site. Company also agrees, on behalf of itself and its Authorized Company Customers, not to willingly copy, intercept or misappropriate any information, data, software or personal information from the Cardone Site. Company shall not directly or indirectly take any action to unreasonably stress the Cardone Site, including without limitation denial of service attacks, “spamming”, “spoofing” or other activities designed to disrupt or impair the operation of the Cardone Site or the delivery of the Cardone Services.
(b) As part of the Cardone Services, Cardone may provide access through the Cardone Site to electronic bulletin boards or other public messaging or electronic mail services. Company agrees that it is solely responsible for information, data or other material posted by Authorized Company Customers to the Cardone Site, and that any such information shall not: infringe any third party's rights, including but not limited to intellectual property rights or rights of publicity or privacy; be defamatory, libelous or constitute harassment, or be obscene or otherwise objectionable. Cardone does not review, endorse or approve information posted to or content contained on the interactive features of the Cardone Site, and Company for itself and its officer, directors, employees and agents, hereby releases Cardone from any liability arising as result of information posted to the Cardone Site, including but not limited to any information posted by or about Company. Cardone shall have the right but not the obligation, without notice, to take any action, including removing or deleting content or barring access to the public messaging systems, where Cardone reasonably believes Company or Authorized Company Customers have posted or delivered content to the Cardone Site in violation of this provision.
(c) Accuracy. Although Cardone will endeavor to be sure all information available to Customer is up-to-date and accurate, information is not always immediately available and mistakes do happen. Cardone will take reasonable efforts to ensure the accuracy of the information on CARDONE.com. However, Cardone does not accept any liability of any kind for errors in the inventory, number, or location of products and services associated with or accessed via this Site.
2.5. Links. The Cardone Site may contain links to third-party web sites not controlled or operated by Cardone. These links are provided solely as a convenience to Cardone’s customers and do not constitute an endorsement of the products or services provided on or through such third party web sites. Cardone is not responsible for the contents of third party web sites linked to or from Cardone Site. Company may not, directly or indirectly, link to the Cardone Site from its own web site or any web site under its control without the prior written permission of Cardone, which permission may be withheld or revoked at any time in Cardone’s sole discretion.
2.6. Intellectual Property Rights. The Cardone Site, Cardone Services and all intellectual property rights included in or related to the Cardone Site (including but not limited to copyrights, trademarks and service marks), are owned by or licensed to Cardone, and all right, title and interest in the Cardone Site and the intellectual property rights therein remain the property of Cardone and its licensors. Company may not, directly or indirectly, reproduce, sell, license, or otherwise distribute any data, information, material or other works contained in or available through the Cardone Site and the Cardone Services. Company shall not, directly or indirectly, reverse engineer, decompile, disassemble, modify or create derivative works from any software, materials, data or information contained in or provided in connection with the Cardone Services. Company may not remove or obscure any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Cardone Site.
3. Term and Termination
The term (“Term”) of this Agreement shall commence on the later of the dates of clicking “Agree and Submit” or by placing an initial order, and shall continue until terminated as set forth herein. Cardone may terminate this Agreement at any time upon notice to Company that it has or will discontinue offering the Cardone Services. Cardone may terminate this Agreement immediately upon notice to Company where Cardone reasonably believes that Company has breached a material provision of this Agreement or has violated any law, rule, or regulation relating to Company’s use of the Cardone Services, or where Company files a petition for bankruptcy, is adjudicated bankrupt, has a bankruptcy petition filed against it, becomes insolvent, or makes an assignment for the benefit of its creditors pursuant to the bankruptcy law. Company may terminate at any time upon written notice to Cardone. Nothing in the foregoing shall excuse Company from its obligations to make payment for goods or services ordered by any Authorized Company Customer through the Cardone Site prior to the termination of this Agreement.
4. Authorization
Each of Cardone and Company hereby represent and warrant for itself: that it is duly organized and validly exists under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, that it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and that this Agreement is a legal and valid obligation binding upon and enforceable against it.
5. Limitation of Liability
THE CARDONE SITE AND CARDONE SERVICES ARE PROVIDED TO COMPANY "AS IS", WHERE IS, AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. CARDONE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CARDONE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE CARDONE SITE OR THE CARDONE SERVICES. COMPANY’S USE OF THE CARDONE SITE AND CARDONE SERVICES IS AT COMPANY’S OWN RISK. UNDER NO CIRCUMSTANCES SHALL CARDONE BE LIABLE TO ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR WHERE CARDONE HAS BEEN ADVISED OR HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM CARDONE’S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF THE CARDONE SITE OR CARDONE SERVICES.
6. Company Indemnity
Company shall at all times defend, indemnify and hold harmless Cardone, its affiliates and their respective officers, directors, shareholders, employees, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) any breach of any warranty, representation, covenant or agreement made by Company in this Agreement; or (ii) the development, operation, maintenance, distribution, use, offer to sell, or sale of goods or services in the Company business.
7. Confidentiality
Company acknowledges and agrees that, as a result of negotiating, entering into and performing this Agreement, it has or may have access to certain confidential information of Cardone, the disclosure of which could adversely affect Cardone’s business. For purposes of this Agreement, “Confidential Information” shall mean unpublished technical information, trade secrets, business plans, strategies, methods and/or practices of Cardone and its affiliates and licensors; and other information relating to Cardone that is not generally known to the public, including information about the personnel, products, customers, marketing strategies, services or future business plans of Cardone and its affiliates. Notwithstanding the foregoing, Confidential Information specifically excludes: (i) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of Company; (ii) information that is known to Company, without restriction, prior to receipt from Cardone; (iii) information that Company receives from any third party reasonably known by Company to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (iv) information independently developed by the receiving party, its employees or agents without reference to or use of any Confidential Information of the disclosing party. e Accordingly, Company agrees that, during the term of this Agreement and thereafter, it shall (x) use and reproduce the Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose; (y) restrict disclosure of the Confidential Information of the other party to its employees, consultants or independent contractors with a need to know; and (z) not disclose the Confidential Information of the other party to any third party without the prior written approval of the disclosing party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for Company to disclose the Confidential Information of Cardone if required to do so under law or in a judicial or other governmental investigation or proceeding, provided Cardone has been given sufficient notice prior to such disclosure so as to allow it reasonable opportunity to seek any available legal safeguards against the dissemination of such Confidential Information.
8. Miscellaneous
8.1. Relationship of Parties. Cardone and Company are, as to each other, independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Cardone and Company. Neither party has authority to enter into agreements of any kind on behalf of the other.
8.2. Choice of Law. This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and wholly to be performed within Pennsylvania.
8.3. No Waiver. The waiver by any party of a breach or a default of any provision of this Agreement by any other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of any party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
8.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
8.5. Severability. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.
8.6. Notices. All notices required to be given under this Agreement must be given in writing and delivered by hand against receipt, or by certified mail, return receipt requested, postage pre-paid or by FedEx or other recognized overnight delivery service to such party at its address set forth above.
8.7. Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between Cardone and Company concerning the subject matter, and cannot be amended except by a writing signed by all the parties.
8.8. Electronic Transactions Act Compliance. Company agrees that this Agreement, including all orders entered and fulfilled in accordance with its terms, is an Automated Transaction within the meaning of the Uniform Electronic Transactions Act (“UETA”), and shall be binding upon Company, its successors, representatives, employees and assigns, upon transmission by or on behalf of Company of an Electronic Record (as such term is defined in the UETA) signifying Company’s acceptance of the terms herein, and any order entered and fulfilled in accordance with the terms herein.
8.9. Arbitration. All disputes arising from any and all aspects of this Agreement shall be heard and decided via binding arbitration and not in any court. The arbitration shall be conducted in accordance with the American Arbitration Association with one arbitrator selected by AAA presiding.