AGREEMENT REGARDING TERMS AND CONDITIONS OF USAGE OF THE KARNDEAN DESIGNFLOORING WEBSITE
A. Assent to Agreement
BY ACCESSING AND USING THIS WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, ACKNOWLEDGE, AND ASSENT TO BE BOUND BY THE POLICIES, TERMS, AND CONDITIONS SET FORTH BELOW IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE.
This website is provided by Karndean International, LLC, d/b/a Karndean Designflooring (“Karndean”) and may be used for informational purposes only. If the user is not an individual, then “you” means your company, its officers, members, agents, successors, and assigns.
B. Restrictions on Use
Except as otherwise permitted in writing by Karndean, no materials from the Karndean website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may not use, distribute, modify, transmit, or post the content of the Karndean website for public or commercial purposes, including any text, images, audio, or video without Karndean’s written permission. You may not mirror any material contained on this website on any other server. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Karndean without express written consent. You may not use any metatags or any other “hidden text” using Karndean’s name or trademarks without the express written consent of Karndean. Any unauthorized use terminates the permission or license granted by Karndean.
C. Registration Obligations
To access certain portions of this website, you may register with Karndean by establishing a user account. Upon registration, you will be asked to select a username and password. You agree to provide truthful and accurate information during the registration process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate or incomplete, Karndean reserves the right to terminate your account and suspend your use of any and all services offered through this website.
You agree that you are responsible for maintaining the confidentiality of your user id and password, and you are fully responsible for all activities that occur under their use. You agree to immediately notify Karndean of any unauthorized use of your user id and/or password and to contact info@karndean.com to disable the user id / password if you suspect the integrity of your password has been compromised.
In order to avoid the potential for unauthorized use of your user id and/or password, you agree to implement and abide by reasonable security procedures. Such procedures include, but are not limited to, the limited and confidential use and maintenance of passwords and the establishment of firewalls to reduce the risk of external security breaches. Karndean shall not be liable for any errors or omissions arising from your failure to take reasonable security precautions. You shall indemnify and hold Karndean harmless against all claims, damages, cost, judgments and liabilities arising out of your failure to establish and maintain reasonable security procedures.
D. Intellectual Property
All content included on this website, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software is the property of Karndean or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All such content is copyrighted as a collective work under the US copyright laws (17 U.S.C. § 101, et. seq.) and international treaty provisions, and Karndean owns a copyright in the selection, coordination, arrangement, and displayed enhancement of such content. All software used on this website is the property of Karndean or its software suppliers and is protected by US and international copyright laws. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on the website, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, republication, display, or performance of the content on this website, except as specifically permitted below, is strictly prohibited.
E. Limited License
Karndean grants you a limited, nonexclusive, non-transferable personal license to access and use the Karndean website subject to the requirements set forth in this Agreement. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. All rights not expressly granted herein are reserved.
F. Representations and Warranties
By using this website, you represent and warrant that
(i) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
(ii) you will use this website in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement;
(iii) you are authorized to sign for and bind the contracting party; and
(iv) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal your identity from Karndean for any purpose.
G. Disclaimer of Warranties
You expressly agree that use of the Karndean website is at your sole risk. Neither Karndean, nor its affiliates, nor any of their officers, managers, employees, agents, third-party content or service providers, contractors, suppliers or licensors, or the like (collectively, “Providers”), warrant that the Karndean website will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the Karndean website or the content contained therein, or as to the accuracy, completeness, reliability, security or currency of the content. The content may contain errors, omissions, inaccuracies, or outdated information. Further, unless pursuant to a separate written contract Karndean does not warrant reliability of any advice, opinion, statement or other information displayed or distributed through the website. Karndean reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the website including any errors in product pricing. Karndean may make any other changes to the website, the content and the products, programs, services or prices (if any) described in the website at any time without notice.
THIS WEBSITE AND THE INFORMATION, CONTENT, AND MATERIALS ON THIS WEBSITE ARE PROVIDED BY KARNDEAN ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, KARNDEAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THE KARNDEAN WEBSITE.
KARNDEAN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY THE MATERIALS, CONTENT, OR INFORMATION ON THE KARNDEAN WEBSITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE KARNDEAN WEBSITE OR YOUR USE OF THE KARNDEAN WEBSITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NOTE: SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
H. Limitation of Liabilities
YOU AGREE THAT KARNDEAN AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR ACCESS OR USE OF THE KARNDEAN WEBSITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
IN NO EVENT SHALL KARNDEAN OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OR PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT OR INFORMATION ON THE KARNDEAN WEBSITE, YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE KARNDEAN WEBSITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER KARNDEAN OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
I. Indemnification
You agree to indemnify, defend, and hold harmless Karndean, its affiliates, agents, managers, employees, and licensors from and against any and all claims and expenses, including reasonable attorneys’ fees, arising out of or related in any way to your use of the website, violation of this Agreement, violation of any law or regulation, or violation of any third party proprietary or privacy right.
J. Purchase of Products or Services
The purchase of any products or services from Karndean, whether through this website or otherwise, shall be subject to and governed by Karndean’s applicable Terms and Conditions of Sale associated with the purchase of such products or services.
K. Privacy
See Privacy Policy governing your use of this website.
L. Dispute Resolution
Any dispute relating in any way to your use of the Karndean website shall be submitted to confidential arbitration in Pittsburgh, Pennsylvania, except that, to the extent you have in any manner violated or threatened to violate Karndean’s intellectual property rights, Karndean may seek injunctive or other appropriate relief in any state or federal court in Allegheny or Westmoreland County, Pennsylvania and you consent and submit to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
M. Limitations on Claims
Any cause of action you may have with respect to your use of the website must be commenced within one (1) year after the claim or cause of action arises.
N. Term and Termination
Without limiting its other remedies, Karndean may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement.
O. Hyperlink Disclaimers
As a convenience to you, Karndean may provide, on this website, links to websites operated by other entities (collectively the “Linked Site”). If you use any Linked Sites, you will leave this website. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links) are not maintained, controlled or otherwise governed by Karndean. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by Karndean. Karndean does not endorse, make any representations regarding or warrant any information, goods and/or services appearing and/or offered on any Linked Site, other than linked information authored by Karndean. Links do not imply that Karndean or this website sponsors, endorses, is affiliated or associated with, or its legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of Karndean or any of its affiliates or subsidiaries. Except for links to information authored by Karndean, Karndean is neither responsible for nor will it be liable under any theory based upon
(i) any Linked Site;
(ii) any information and/or content found on any Link Site; or
(iii) any website(s) linked to or from any Linked Site.
If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. Karndean reserves the right to discontinue any Linked Site at any time without prior notice. Please contact the webmaster of any Linked Sites concerning any information, goods and/or services appearing thereon.
P. Choice of Law and Venue
The website is controlled, operated and administered by Karndean from its offices within Export, Pennsylvania, United States of America. Karndean makes no representation that materials at this website are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the website or export the materials in violation of US export laws and regulations. If you access this website from locations outside of the United States, you are responsible for compliance with all local laws. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws provisions. This is the case regardless of whether you reside or transact business with Karndean in Pennsylvania or elsewhere. You agree to submit to the exclusive personal and exclusive jurisdiction and venue of the state and federal courts located within Allegheny or Westmoreland County, Pennsylvania, United States of America.
Q. Entire Agreement
This Agreement constitutes the entire agreement between Karndean and you with respect to access and use of this website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and Karndean with respect to this website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
R. Modifications to Agreement
Karndean may revise the Agreement at any time and you agree to be bound by the revised Agreement. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. Karndean does not and will not assume any obligation to notify you of changes to this Agreement. This Agreement shall supersede any prior or subsequent terms or conditions included with any communications or agreement, whether or not such terms or conditions are signed by Karndean. Karndean reserves the right to make changes to this website and to these terms and conditions at any time. Any such modifications will become effective upon the date they are first posted to this website.
S. Designated Agent
Karndean designates an agent as described below, to receive notifications of claimed infringement:
Privacy Officer
Karndean Designflooring
1100 Pontiac Court
Bushy Run Corporate Park
Export, PA 15632
Phone: 888.266.4343
Email: privacyofficer@karndean.com
Fax: 800.887.7043
T. Electronic Communications and Electronic Signatures
You agree to be bound by any affirmation, assent or agreement you transmit through the Karndean website, including but not limited to any consent you give to receive communications from Karndean solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature