THIS WEB PAGE IS A LEGAL DOCUMENT (“AGREEMENT”) BETWEEN YOU
(“THE SUBSCRIBER”) AND CARPIN MANUFACTURING, INC (“CORPORATION”). THIS AGREEMENT
STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE FLOORSAVERGLIDE.COM
WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE
FLOORSAVERGLIDE.COM WEB SITE. BY USING AND ACCESSING THE FLOORSAVERGLIDE.COM WEB
SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO
BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS
AND USE THE FLOORSAVERGLIDE.COM WEB SITE. CORPORATION MAY REVISE THIS AGREEMENT
AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB
PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
These Terms and
Conditions (“Agreement”) are made as of the Effective Date by and between Carpin
Manufacturing, Inc., a [State of Incorporation of Corporation] corporation with
offices located at 411 Austin Road, Waterbury, Connecticut, U.S.A.
(“Corporation”) and the Subscriber, as defined hereunder.
WHEREAS, Corporation has
developed and owns that certain Floorsaverglide.com web site (as defined
hereinafter) for use and access by Subscriber via the Internet; and
desires to access and use the Floorsaverglide.com web site in accordance with
the terms and provisions of this Agreement;
NOW, THEREFORE, in
consideration of the mutual benefits of the covenants and restrictions herein
contained, Subscriber and Corporation hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 -- Recitals: The above recitals and identification of
parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
Access: The term “access” and variants thereof (including,
without limitation, “accessing” and “accessible”) shall mean to store data in,
retrieve data from or otherwise approach, display, reproduce, frame, establish a
Link to, or make use of (directly or indirectly) through electronic means or
Floorsaverglide.com web site:
The term “Floorsaverglide.com web
site” shall mean that certain Web Site referred to as the
Floorsaverglide.com, which is located
on the Internet at floorsaverglide.com or
www.floorsaverglide.com, including any and all Corporation Technology
used, incorporated, stored or accessible therein, as implemented on the
Corporation System and made accessible to Subscriber through the Internet using
Effective Date: The term “Effective Date” shall mean the date the
Subscriber receives the Password from Corporation or accesses the
Floorsaverglide.com web site, whichever occurs first.
Corporation Marks: The term “Corporation Marks” shall mean
trademarks, trade names, service marks and trade dress of Corporation and parent
companies, subsidiaries and affiliates of Corporation, including, without
limitation, Floor Saver Glide®, Carpin, Carpin Manufacturing,
Marquis Glide, and Millennium Marquis Glide.
Corporation System: The term “Corporation System” shall mean
computer systems and communication equipment used for hosting the
Floorsaverglide.com web site and providing Subscriber access to the same.
Corporation Technology: The term “Corporation Technology” shall
mean any and all Technology developed by or for Corporation.
Internet: The term “Internet” shall mean that certain global
network of computers commonly referred to as the Internet, including (without
limitation) the world wide web.
Licensed Content: The term “Licensed Content” shall mean third
party Technology incorporated in whole or part into the
Floorsaverglide.com web site.
Link: The term “Link” shall mean text, icons, graphic symbols
that upon selection or activation, link or associate to, execute, access or
retrieve an off-screen Web Site or Technology.
Password: The term “Password” shall mean that certain password
and SUBSCRIBER name assigned by Corporation to Subscriber for accessing the
Floorsaverglide.com web site as may be modified from time to time as provided
Policy Statement: The term “Policy Statement” shall mean those
certain written statements of policies (in printed or electronic form)
concerning access to the Floorsaverglide.com web site as may be adopted by
Corporation and as modified by Corporation from time-to-time.
Restatements: The term “Restatements” shall mean Section 757 of
the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair
Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
Subscriber: The term “Subscriber” shall mean the
individual or entity assigned the password used to access the
Floorsaverglide.com web site.
Technology: The term “Technology” shall mean information, data,
ideas, works of authorship, computer software, source code, object code,
executable code, software libraries, documentation, databases, database designs,
data dictionaries, data models, fields, records, scripts, texts, interfaces,
interface designs, screen displays, Web Sites, web pages, Links, visual works,
graphic images, audio, video, compilations, formulas, methodologies, techniques,
processes, procedures, adaptations, derivative works, computers, hardware,
peripherals, components, networks, product lists, supplier lists and customer
Term: The term “Term” shall mean a period of time starting on the
Effective Date and ending on the date either party cancels the Password as
Unauthorized Access: The term “Unauthorized Access” shall mean any
access to the Floorsaverglide.com web site except for access during the Term for
the exclusive purpose of viewing, browsing, retrieving, uploading and posting
information on and ordering products through the Floorsaverglide.com web site
using the Password on behalf of Subscriber in accordance with this Agreement.
Unauthorized User: The term “Unauthorized User” shall mean any
individual who accesses the Floorsaverglide.com web site except for Subscriber
and employees and agents of Subscriber authorized by Subscriber to access the
Floorsaverglide.com web site for purposes of viewing, browsing, retrieving,
uploading and posting information on and ordering products through the
Floorsaverglide.com web site during the Term using the Password on behalf of
Subscriber in accordance with this Agreement.
Web Site: The term “Web Site” shall mean that certain multimedia
interactive product which is a compilation of data, information, computer
software, graphics, audiovisual, components and coding formatted for use on the
world-wide-web of the Internet and commonly referred to as a web site.
ARTICLE II: SCOPE OF USE
Section 2.01 -- Access: Corporation
hereby grants Subscriber a non-exclusive, non-transferable and revocable license
to access the Floorsaverglide.com web site, during the Term, solely for viewing,
browsing, retrieving, uploading and posting information, and ordering products
on or through the Floorsaverglide.com web site, subject to the terms and
provisions of this Agreement.
Section 2.02 -- Policy Statement: During the Term, Subscriber shall
comply with the Policy Statement. Corporation may modify the Policy Statement
from time to time at the exclusive discretion of Corporation.
Section 2.03 -- Password: Subscriber hereby accepts responsibility
for, and shall be liable for, all access to the Floorsaverglide.com web site in
connection with the Password. Subscriber shall be responsible for the
confidentiality of the Password. Modification of the Password shall be subject
to the approval of Corporation.
Section 2.04 -- Unauthorized Access:
Subscriber shall prevent Unauthorized Users from accessing the
Floorsaverglide.com web site. Subscriber shall prevent Unauthorized Access to
the Floorsaverglide.com web site.
Section 2.05 -- Cancellation:
Corporation may cancel the Password, for convenience and in the exclusive
discretion of Corporation. Subscriber may cancel the Password, for convenience
and in the exclusive discretion of Subscriber. Upon cancellation of the
Password, Subscriber shall immediately cease and desist any and all access to
and attempts to access the Floorsaverglide.com web site.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 -- Ownership and Title: Title to the Floorsaverglide.com
web site (excluding Licensed Content), including ownership rights to any and all
patents, copyrights, trademarks and trade secrets in connection therewith shall
be the exclusive property of Corporation.
Section 3.02 -- Unauthorized Use: Subscriber shall not copy or
download the Floorsaverglide.com web site without the prior written consent of
Corporation Subscriber shall not access, modify, reverse engineer, reproduce,
display, perform or distribute, including (without limitation) by framing or
similar means, the Floorsaverglide.com web site without the prior written
consent of Corporation Subscriber shall not (directly or indirectly) promote,
advertise, market or provide any Web Site similar to or competitive with the
Floorsaverglide.com web site.
Section 3.03 -- Trademarks: Corporation shall retain all rights,
title and ownership interests in the Corporation Marks and goodwill associated
therewith. Subscriber acknowledges that, excepting the Corporation Marks, all
other product, service and company names mentioned in the Floorsaverglide.com
web site may be trademarks of their respective owners.
Section 3.04 -- Proprietary Information: Subscriber shall hold
Corporation Technology in strict confidence and shall not access or disclose
Corporation Technology except as otherwise permitted under this Agreement.
Subscriber hereby acknowledges and agrees that the Corporation Technology
derives independent economic value (actual or potential) from not being
generally known to other persons who can obtain economic value from its
disclosure or use and not being readily ascertainable by proper means by other
persons who can obtain economic value from its disclosure or use; is the subject
of reasonable efforts under the circumstances to maintain its secrecy; and is a
trade secret as defined under the Restatements.
Section 3.05 -- No Contest: Subscriber shall not contest or aid in
contesting the ownership or validity of the copyrights, trademarks, service
marks and trade secrets (as applicable) of Corporation in connection with the
Floorsaverglide.com web site.
Section 3.06 -- Subscriber Submissions: Any Technology (except the
Password and ordering information) uploaded, posted or submitted by Subscriber
on the Floorsaverglide.com web site shall be deemed non-confidential. Subscriber
hereby grants Corporation an irrevocable, worldwide, perpetual, nonexclusive
license to access, use, reproduce, modify, adapt, release, perform, display,
distribute, sell and disclose such Technology, in whole or in part, in any
manner and for any purpose whatsoever, and to have and authorize others to do
so. Subscriber represents and warrants that Subscriber possesses all necessary
rights, title and interests to rightfully grant Corporation the foregoing
license, free and clear of any encumbrances, third party interests and
restrictions. Subscriber also represents and warrants that all information
provided by Subscriber in connection with the Floorsaverglide.com web site and
this Agreement is true, complete and accurate.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- Express Warranties:
Subscriber hereby acknowledges and agrees that Corporation (including officers,
employees, agents, directors and independent contractors of Corporation has not
made or granted to Subscriber any express warranties concerning the
Floorsaverglide.com web site or any products and services offered through the
Floorsaverglide.com web site. Subscriber hereby acknowledges that the Floorsaverglide.com web site
does not constitute grant of an express warranty concerning any products and
services offered through the Floorsaverglide.com web site
and Subscriber hereby waives any and all
claims of warranty based on the Floorsaverglide.com web site.
SECTION 4.02 -- WARRANTY LIMITATION:
THE FLOORSAVERGLIDE.COM WEB SITE IS
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CORPORATION, TO THE FULLEST
EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL
WARRANTIES BY CORPORATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ALL IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE
FLOORSAVERGLIDE.COM WEB SITE AND PRODUCTS AND SERVICES OFFERED THROUGH
THE FLOORSAVERGLIDE.COM WEB SITE.
CORPORATION DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE
OF OR ACCESS TO THE FLOORSAVERGLIDE.COM WEB SITE BY SUBSCRIBER WILL BE
UNINTERRUPTED OR ERROR FREE. CORPORATION DOES NOT MAKE ANY WARRANTY AND
SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM
USE OF THE FLOORSAVERGLIDE.COM WEB SITE OR AS TO THE ACCURACY, COMPLETENESS,
TIMELINESS OR RELIABILITY OF THE FLOORSAVERGLIDE.COM WEB SITE. SUBSCRIBER HEREBY
ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND FLOORSAVERGLIDE.COM WEB
SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE
RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE
LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE FLOORSAVERGLIDE.COM WEB
Section 4.03 -- Inaccuracies:
Subscriber hereby acknowledges that the
Floorsaverglide.com web site may contain errors, inaccuracies and omissions.
Subscriber shall assume any and all risk of loss, harm or damage associated with
Subscriber access to and use of the Floorsaverglide.com web site.
SECTION 4.04 -- LIMITATION OF LIABILITY: CORPORATION SHALL NOT BE
LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE
DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE
OR OPERATION OF THE FLOORSAVERGLIDE.COM WEB SITE; (II) USE, PERFORMANCE OR
OPERATION OF THE INTERNET OR USE OF THE INTERNET BY SUBSCRIBER; (III) LOSS OF
DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE FLOORSAVERGLIDE.COM WEB
SITE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER CORPORATION HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE
SECTION 4.05 -- LIMITATION OF DAMAGES: THE SOLE REMEDY OF SUBSCRIBER
FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS
AGREEMENT, THE FLOORSAVERGLIDE.COM WEB SITE, AND PRODUCTS AND SERVICES OFFERED
THROUGH THE FLOORSAVERGLIDE.COM WEB SITE, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF
THE FLOORSAVERGLIDE.COM WEB SITE, AS DETERMINED BY CORPORATION.
Section 4.06 -- Indemnification:
Subscriber shall release, defend, indemnify and hold harmless Corporation
(including its officers, directors, employees, affiliates, contractors and
agents) from and against any expense, loss, cost or liability (including,
without limitation, attorney fees and paralegal fees) arising from any and all
claims, demands, damages or actions resulting from or related to (i) use by
Subscriber of the Internet, Floorsaverglide.com web site or products or
services offered through the Floorsaverglide.com web site
(including, without limitation, any claims
for breach of warranty, loss of data, libel, slander, invasion of privacy or
false advertising); (ii) performance of the Floorsaverglide.com web site; (iii)
Subscriber’s negligence or any tortious acts (or failures to act) of Subscriber;
(iv) products or services offered through the Floorsaverglide.com web site; and
(v) any breach by Subscriber of the obligations of Subscriber under this
Section 4.07 -- Export Assurance:
Subscriber shall not perform any act in conflict with or in violation of
the export laws and regulations of the United States of America, including
(without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq.,
the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export
Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations,
22 C.F.R. Parts 120-130, as amended.
Section 4.08 -- Links: Subscriber hereby acknowledges that the
Floorsaverglide.com web site may contain Links to third party Web Sites. Any
such Links are provided solely as a convenience to Subscriber and do not
constitute an endorsement by Corporation of such Web Sites and the third party
ARTICLE V: MISCELLANEOUS
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties
relating to the subject matter hereof
and supersedes all previous verbal and written agreements between Corporation
and Subscriber relating to the subject matter hereof.
Section 5.02 -- Amendments and
modifications made to the Policy Statement by Corporation and modifications made
to this Agreement by Corporation, any alteration, modification or amendment of
this Agreement shall be void unless such alteration, modification or amendment
is in writing and signed by an authorized representative of Corporation.
Section 5.03 -- Severability:
If a provision of this Agreement is rendered invalid, the remaining provisions
shall remain in full force and effect.
Section 5.04 -- Captions:
The headings and captions of this Agreement are inserted for convenience of
reference and do not define, limit or describe the scope or intent of this
Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement shall be governed by
the laws of the state of Connecticut, without regard to any rules of conflict or
choice of laws which may require the application of laws of another state, and
venue shall be New Haven County, City of Waterbury, State of Connecticut.
Section 5.06 -- Subscriber Notice:
All notices to Subscriber shall be in writing. Notices to Subscriber shall be
deemed delivered when posted conspicuously on the Floorsaverglide.com web site
or when delivered to Subscriber electronically, by commercial overnight delivery
service, by Certified or Registered Mail - Return Receipt Requested - or by
hand. Notices to Subscriber shall be deemed given when dispatched. Notices
posted conspicuously on the Floorsaverglide.com web site or delivered to
Subscriber electronically (including, without limitation, electronic mail) shall
be deemed written notices.
Section 5.07 -- Corporation Notice:
All notices to Corporation shall be in writing. Notices to Corporation shall be
deemed delivered when delivered by commercial overnight delivery service,
Certified or Registered Mail - Return Receipt Requested - or by hand to the
address set forth below for Corporation. Notices to Corporation shall be deemed
given on the date notice is received by Corporation (as evidenced in the case of
Certified or Registered Mail by Return Receipt).
Corporation & Address
Carpin Manufacturing, Inc, (d.b.a. Floorsaverglide.com), 411 Austin Road,
Waterbury, Connecticut, U.S.A.
Section 5.08 -- Pronouns/Gender:
Pronouns and nouns shall refer to the masculine, feminine, singular or plural as
the context shall require.
Section 5.09 -- Remedies:
All remedies under this Agreement are in addition to equitable remedies and
remedies provided by law and are cumulative. The parties hereby acknowledge and
agree that damages at law will be an inadequate remedy to Corporation. In
addition to remedies at law and other rights which may be available, Corporation
shall have the right of specific performance, injunction or other equitable
remedy (including, without limitation, the right to such equitable remedies
prior to or pending arbitration) in the event of a breach or threatened breach
of this Agreement by Subscriber.
Section 5.10 -- Waiver:
Waiver of a breach of this Agreement shall not constitute a waiver of any other
breach. Failure to enforce any provision of this Agreement shall not constitute
a waiver or create an estoppel from enforcing such provision. Any waiver of a
provision of this Agreement shall not be binding unless such waiver is in
writing and signed by the waiving party.
Section 5.11 -- Survival:
The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V
of this Agreement shall survive cancellation of the Password.
Section 5.12 -- Public Announcements: All public announcements
concerning the Floorsaverglide.com web site or the relationship of Subscriber
and Corporation shall be subject to the prior written approval of Corporation.
Section 5.13 -- Litigation Expense:
In the event of litigation or arbitration arising out of or relating to this
Agreement, each party shall pay its own costs and expenses of litigation.
CONDITIONS AND TERMS OF SALE
Carpin warrants all of its products to the
Original Purchaser only, solely against defective materials or workmanship, for
a period of one (1) year from the date of purchase. Should a defect be
detected during this warranty period, the Purchaser must inform Carpin of the
defect in writing within ten (10) days of the discovery of the defect.
Carpin’s warranty is limited to replacement (same or similar) parts
Carpin’s warranty is also an EXCLUSIVE warranty. There are no other
warranties with respect to the product, including no warranties of
merchantability or fitness for a particular purpose.
The Purchaser has the responsibility to determine suitability of the product for
purchaser’s intended application or use. Carpin disclaims any liability for
defects, loss of product, or third-party claims arising out of the incorrect
choice of product for particular application or use.
EXCLUSION OF LIABILITY
Carpin shall not be held liable for any claims (whether by
purchaser or a third party) relating to usage of the product.
LIMITATIONS OF LIABILITY
This warranty does not extend to incidental,
consequential, special or indirect damages; penalties or liquidated damages,
including loss of production or profits; labor and materials; overhead costs; or
any other loss or expense incurred in the use of this product, including in its
installation or assembly.
This warranty also does not extend to latent defects. This warranty specifically
excludes from coverage for damage arising from ordinary wear and tear;
alteration; accident; negligent use; misuse; neglect; intentional misconduct;
improper or inadequate maintenance.
Under no circumstances shall Carpin be held liable to Purchaser or to any third
party for claims arising from the design of this product, testing of this
product, or damage arising from its use.