Aridea LLC dba Aridea Solutions
TERMS AND CONDITIONS
Effective Date: May 9, 2020
- DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ARIDEA, ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES, MEMBERS, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS, MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR GOODS, AND ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE ARE HEREBY EXPRESSLY DISCLAIMED. ALL CONTENT, SERVICES AND GOODS ON THIS SITE ARE PROVIDED ‘AS IS’, ‘WITHOUT FAULTS’ AND ON AN ‘AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND. YOU ARE SOLEY RESPONSIBLE FOR THE APPROPRIATENESS OF THIS SITE, ITS CONTENT, AND THE GOODS AND SERVICES OFFERED BY ARIDEA ON THIS SITE FOR YOUR INTENDED APPLICATION AND USE. Without limiting the foregoing, Aridea provides no warranty or undertaking, and makes no representation that the Goods or Services will meet your requirements, achieve any intended results, be compatible, or work with any other systems or services, operate without interruption, meet any performance or reliability standards or be error free. This Site and all Goods and Services are used at your own risk. Goods and Services available on this Site are not medical devices and are not intended to diagnose, treat, cure, or prevent any disease or illness. The Goods, Services and information on this Site are not a substitute for informed medical advice or care. We are not liable for any changes you make to, or your uses of, the Goods and Services in violation of the specifications of Aridea or any supplier. Aridea reserves the right to repair or exchange any faulty Goods or Services but has no obligation to do so.
- CUSTOMER’S GENERAL You shall make all reasonable efforts to facilitate the provision of the Goods and Services by Aridea. If applicable, you shall: (i) provide Aridea with access to any applicable premises for the purpose of provision of the Goods or Services, (ii) provide Aridea any data and information that Aridea reasonably requires for provision of the Goods or Services, and (iii) make available to Aridea free of charge such use of equipment which Aridea reasonably requires for the provision of the Goods and Services. By using this Site and/or placing an order for Goods or Services on this Site, you affirm that you are of legal age to enter into this Agreement, and you accept and are bound by these Terms.
- ORDER ACCEPTANCE AND CANCELLATION. In connection with any order for Goods or Services on this Site, you agree that your order is an offer to buy, under these Terms, the Goods and Services listed in your order. When you place an order, you will receive an acknowledgment email confirming receipt of your order; this email will only be an acknowledgment and will not constitute acceptance of your order. All orders must be accepted by us or we will not be obligated to sell or provide the Goods or Services to you. We may choose not to accept orders at our sole discretion. Once we send you confirmation by email that the Goods or Services which you ordered have been dispatched to you, or we explicitly state acceptance, we have accepted your order. Only those Goods and Services listed in such acceptance confirmation email will be included in the accepted order.
- PRICES AND PAYMENT TERMS.All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a Good or Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price adjustments will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your order total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. Terms of payment are within our sole discretion. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on this Site at the time of your order. In the event an invoice is used for your purchase of Goods or Services and such invoice is not paid within fifteen (15) days of its due date, Aridea may, at its sole discretion, immediately terminate and discontinue the provision of all Goods and Services.
- SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS. We will arrange for shipment of the Goods to you. Specific delivery options will be provided during the ordering process. You agree to pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. Title and risk of loss pass to you upon our transfer of the Goods to the delivery carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- CONTENT AND INFORMATION.Aridea takes great care when putting information, descriptions, and images on this Site, including without limitation as related to specific Goods, but will not be held responsible for any mistakes or omissions in connection with such information, description, and images. We may change the format and content of this Site from time to time. While we endeavor to make sure all information on this Site (other than any user-generated content) is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information. We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of this Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using this Site or relying on any of its content. We cannot and do not guarantee that any content of this Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content. You acknowledge that the materials on this Site are not intended to address your particular requirements and do not constitute any form of advice or recommendation by us. You acknowledge that this Site should not be relied upon by you in making (or refraining from making) any specific investment or other business or personal decision, and professional advice should be obtained before making any such decision. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by you. This Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products, or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.
- ACCESSING THE SITE.We do not guarantee that this Site, or any content on it, will always be available or uninterrupted, and we will not be liable for any reason if this Site is unavailable at any time or for any period. Access to this Site may be suspended temporarily and without notice in the case of system failure, maintenance, or repair or for any other reasonable cause. You are responsible for configuring your information technology, computer programs, platforms, mobile phone and other devices to access this Site. This Site is controlled and operated from offices within the United States. We make no representation that information or materials available on this Site are appropriate or available for use in other locations, and access to this Site from territories where its contents are illegal is prohibited. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with applicable local laws. You will not: (i) attempt to interfere with the proper working of this Site or monitor use of this Site without our prior written permission; (ii) take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure; (iii) circumvent, disable or otherwise interfere with security-related features of this Site including any features designed to prevent, limit or restrict use or copying of any materials; or (iv) use or authorize the use of this Site, Goods and Services in any manner or for any purpose that is unlawful under any applicable law, regulation or rule.
- LIMITATION OF LIABILITY AND INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ARIDEA, ITS AFFILIATES, ITS MEMBERS, OR EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES, SALES, GOODWILL OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE. To the maximum extent permitted by applicable law, the aggregate liability of Aridea, its affiliates, members and each of its and their respective officers, directors, employees, agents or contractors relating to the Goods and Services shall be limited to the amount actually paid by you with respect to the Goods and Services at issue. Aridea shall have no liability to you in respect of any act or omission unless you shall have served notice of the same on Aridea within sixty (60) days of the date of the order or invoice for the Goods and Services at issue. You shall afford Aridea not less than thirty (30) days in which to remedy any default hereunder. Nothing in these Terms shall confer upon you any right or remedy to which you would not otherwise be legally entitled. You agree to defend, indemnify and hold harmless Aridea, its affiliates and its members and each of its and their respective officers, directors, employees, agents and contractors for, from, and against any and all claims, demands, damages, losses, liabilities, judgments, cost or expense, including reasonable expenses of investigation and attorneys’ fees and expenses, arising out of, based upon, or in connection with (i) your breach of any of these Terms; (ii) your use of Goods and/or Services in violation of these Terms; or (iii) your gross negligence, fraud or willful misconduct.
- All confidential information made available to or disclosed by us to you for the purposes of or in connection with the Goods and Services including information concerning our present activities or future plans or actual or potential business dealings or products (“Confidential Information”) shall be regarded as such and maintained confidential. Confidential Information does not include information that: (a) is or falls into the public domain other than as a result of a breach of these Terms; (b) you can show was in your possession or known to you prior to that Confidential Information being made available or disclosed to you, or was acquired from a source other than us, and was not to the best of your knowledge previously acquired in confidence from us or a third party who was under an obligation of confidentiality to us; or (c) was developed by you independently of the Confidential Information and not in the performance of this Agreement. You may disclose Confidential Information to any person to whom disclosure is required by any applicable law or governmental regulation or rule provided you give us written notice thereof.
- INTELLECTUAL PROPERTY We retain all right, title and interest in and to this Site and all information, content, intellectual property and other materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, clips, and the look and feel of this Site and our brands and logos. All intellectual property rights and Confidential Information in any Goods or Services and in any programs or other technological advances developed or discovered in the course of providing the Goods and Services are the property of Aridea and shall vest in Aridea. You agree that any and all of Aridea’s trademarks, trade names, service marks, logos, brand features, and product and service names are the property of Aridea or our licensors, and that you will not display or use any of the foregoing without Aridea’s prior written approval in each instance. You agree that this Site and the Goods and Services contain proprietary information protected by applicable intellectual property and other laws in favor of Aridea. This Agreement does not transfer to you any intellectual property owned by Aridea or third parties, and all rights, titles, and interests in and to such property will remain (as between you and Aridea) solely with Aridea. Your use of this Site and the Goods and Services grants you no right or license to reproduce or otherwise use any Aridea or third-party intellectual property. We or our licensors, as and if applicable, are the owner of all intellectual property rights in this Site, in the material published on this Site and in the Goods and Services. To the maximum extent permitted by applicable law, you will not: (i) publish or disseminate unsolicited or unauthorized advertisements or promotional materials on this Site; (ii) falsely state, represent or imply any affiliation, association or connection between any person or entity, including without limitation you, your company or your site, application, destination or service, with this Site, the Goods and Services, us or our licensors and/or service providers; (iii) copy, reproduce, distribute or create derivative works from any information, content, software, or materials provided by us on this Site or in the Goods and Services; (iv) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces within this Site or the Goods and Services; (v) use any network monitoring or discovery software to determine the Site architecture or extract information about usage, individual identities or users; or (vi) publish or disseminate material on this Site that does or may infringe the rights (including intellectual property rights) of any third party or that is unlawful.
- FORCE If Aridea is prevented, hindered or delayed from or in performing any of its obligations by a circumstance of Force Majeure then: (a) its obligations shall be suspended for so long as the Force Majeure continues to the extent that it is so prevented, hindered or delayed; (b) as soon as reasonably practical after commencement of the Force Majeure we shall notify you of the occurrence, when it commenced, and the effects; and (c) we shall use reasonable endeavors to mitigate the effects of the Force Majeure upon the performance of our obligations. For the purposes of Term 8, “Force Majeure” shall mean any event or circumstance beyond the reasonable control of a party including acts of God, pandemics, terrorism, war, hostilities (whether war be declared or not), invasion, revolution, riot, civil commotion, or the act of any Government Agency, or strikes, lock-outs or other industrial actions or trade disputes of whatever nature, or fire, flood, and storm.
- SEVERABILITY. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- Aridea shall be entitled to sub-contract the whole or any part of its obligations to you without your prior written consent. This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. This Agreement may be amended, superseded, or cancelled by Aridea and any of its terms or conditions may be waived by Aridea without the consent of any other party. The failure of Aridea to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver by Aridea of the right or remedy or a waiver of any other rights or remedies. A waiver by Aridea of any term or breach thereof in any instance shall not be considered to be a waiver of any such term for the future or of any subsequent breach thereof. This Agreement shall be governed by and construed in accordance with the laws of West Virginia and the parties hereby submit to the exclusive jurisdiction and venue of the courts, both federal and state, located in West Virginia.