Arcadian Inc's Terms and Conditions

 

Revision 2020.1

Arcadian Inc. Terms of Use and Conditions of Order

DATE OF LAST MODIFICATION

April 24, 2020

By accessing, visiting, browsing, using or interacting or attempting to interact or do business with Arcadian Inc. or any division thereof, or through our website; www.arcantenna.com or related websites (hereafter refer to as “the site”). You agree on your behalf personally, and on behalf of any entity for which you are an agent or you appear to represent, (collectively and individually “you,” “your,” or “user”) to each of the terms and conditions set forth herein (collectively the "Terms of Use"). By ordering Products by any means from Arcadian Inc. or any division thereof, you agree on your behalf personally and on behalf of any entity for which you are an agent or you appear to represent to the Terms and Conditions below:

I. Company/Website Terms

1. Access to the Site. Registration is not required to place an order or to use the Site. Arcadian Inc. offers expanded Services via the Web through a name/password protected system.

Your username and password are referred to as your "Identification." Your Identification must be accurate, current, and complete, and you may not provide false information to Arcadian Inc. or impersonate another individual or entity. You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Arcadian Inc. will be entitled to monitor your Identification and, at its discretion, require you to change it. Please contact Arcadian Inc. immediately at customerservice@arcadianinc.com if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while Arcadian Inc. strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information or other confidential or sensitive information is at your own risk.

2. Intellectual Property. The Services, the Site, and all information, Web Services Applications, Software, data, the Arcadian Inc. product database, printed and electronic documentation, content that you see, hear or otherwise experience on the Site, and all compilations thereof (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Arcadian Inc. or its partners, affiliates, licensors, suppliers, contributors, or third parties.

Subject to these Terms of Use, Arcadian Inc. grants you a personal, revocable, non-exclusive, non-transferable license to use the Site, the Services and the Content and to download, print and store portions of the Content. No right, title or interest in any accessed or downloaded Content or materials is transferred to you as a result of this license. Arcadian Inc. reserves all of its intellectual property rights in any Content you access or download from the Site, subject to this limited license as set forth herein.

Software that is made available to download from the Site, excluding software that may be made available by end-users through a Communication Service ("Software"), and the Web Services Applications are the copyrighted work of Arcadian Inc. and/or its suppliers or third parties, and may be further protected by patent, trademark, trade secret or other proprietary rights. Your use of the Software and Web Services Applications is governed by the terms of their respective end user license agreements, if any, which accompanies or is included with the Software and Web Services Applications ("License Agreement"). You may not install, access or use any Software, or access or use Web Services Applications that are accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software or Web Services Applications that are not accompanied by a License Agreement, Arcadian Inc. hereby grants, to the extent Arcadian Inc. is authorized and legally able, to you, the user, a revocable, personal, non-transferable license to use the Software or the Web Services Application for viewing and otherwise using the Site in accordance with these Terms of Use, and for no other purpose. Any third party notices accompanying any Software or Web Services Applications are provided for informational purposes only.

No other rights or licenses whether express or implied, including, without limitation, any implied patent licenses, are granted by Arcadian Inc. Any unauthorized reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators may be prosecuted to the maximum extent permitted by law. All licenses granted herein are subject to the following restrictions: (1) you may only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) you may not copy or post the Content on any network computer or transmit, distribute, publish, display, or broadcast the Content in any media; and (3) you may not modify, translate, decompile, disassemble, reverse engineer, or alter the Site or the Content in any way, or delete or change any copyright, trademark, or other proprietary notice. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE OR WEB SERVICES APPLICATIONS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, Web Services Applications and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United States of America. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.

Arcadian Inc. may prohibit or limit your use of the Site including without limitation the Services at any time at its discretion.

You may not use any robot, scraper, spider, or other automated means to access or gather the Content from the Site, or mirror, co-brand, or frame the home page or any other pages of the Site on any other website or web page. You may not publicly display any Content from the Site on or in connection with any other website or application. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Site or its Content. Competitors and third party aggregators may not connect "deep links" to the Site, i.e., create links to this Site that bypass the home page or other parts of the Site without the written permission of Arcadian Inc. This prohibition is not intended to restrict the non-commercial activities of individuals.

3. Disclaimer of Warranties. ARCADIAN INC AND ITS RESPECTIVE SUPPLIERS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT, AND ARCADIAN INC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE SITE, THE SERVICES, AND THE CONTENT. THE SOFTWARE AND WEB SERVICES APPLICATIONS ARE WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THEIR RESPECTIVE LICENSE AGREEMENTS, IF ANY, AND ARE OTHERWISE SUBJECT TO THESE TERMS OF USE WARRANTY DISCLAIMER. ARCADIAN INC AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. ARCADIAN INC AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS. ARCADIAN INC AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. ARCADIAN INC AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITE BY ANY THIRD PARTY. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

See the Conditions of Order for all other Warranty information related to Products

4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:

a. Applications Engineering. Arcadian Inc. offers its customer service, applications engineering, technical assistance and/or tech help, as well as digital content (i.e.: webpages, blogs, white papers, videos, etc.) as a convenience to Arcadian Inc. customers. Arcadian Inc. personnel strive to provide useful information regarding the Products. Arcadian Inc. does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Arcadian Inc. shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided to you by Arcadian Inc., its digital content or personnel.  Any reliance on such information or recommendation is at your sole risk and discretion. You acknowledge and agree that Arcadian Inc. may discuss the same or similar topics discussed with you with other Arcadian Inc. customers and provide the same or similar information or recommendations to other Arcadian Inc. customers. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Arcadian Inc. does not guarantee that such information or recommendations are accurate, complete or correct.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Arcadian Inc. therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Arcadian Inc. does not, however, guarantee that any errors, inaccuracies or omissions will be corrected and is not obligated to make such corrections.

c. Third Party Links and Promotions. Hypertext links to third party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Arcadian Inc. of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Arcadian Inc. is not responsible for the availability of any such websites and that Arcadian Inc. does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. You are solely responsible for making your own decisions regarding your interactions or communications with any other website.

Any dealings with third parties (including advertisers) included within or available via a link from the Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Arcadian Inc. is not responsible or liable for any part of any such dealings or promotions.

d. Geographic Limitations on Use. Not all Products or Services offered by Arcadian Inc. are available to all persons or in all geographic locations. Arcadian Inc. reserves the right to limit the provision of its Products and Services to any person, geographic area, or jurisdiction and to limit the quantities of any Products or Services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.

e. Color Display. Arcadian Inc. attempts to display as accurately as possible the colors of the Products shown on the Site. However, because the colors you see will depend on many factors, including your monitor or printer, Arcadian Inc. cannot guarantee that the color you see matches the Product color.

5. Limitation of Liability. IN NO EVENT SHALL ARCADIAN INC OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO: (II) THE SITE, THE SERVICES, OR THE CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (II) ANY TRANSACTION OR COMMUNICATIONS CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICES OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICES, OR (VI) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICES, OR THE CONTENT; EVEN IF ARCADIAN INC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ARCADIAN INC AND ITS SUPPLIERS RELATING IN ANY WAY TO THE SITE, THE SERVICES, OR THE CONTENT EXCEED $100 OR THE MINIMUM AMOUNT ALLOWABLE UNDER APPLICABLE LAW, WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, THE SERVICES, AND/OR THE CONTENT.

Any cause of action against Arcadian Inc. or its suppliers with respect to the Site, the Services, or the Content must be instituted within one (1) year from the date on which the claim arose.

Some States may not allow the exclusion or limitation of certain types of damages such as incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.

See the Conditions of Order for all other Limitations of Liability information related to Products

6. Indemnification. You understand and agree that you are personally responsible for your reliance upon any information or recommendation provided on this Site, it’s Content, by Arcadian Inc. personnel, your behavior on the Site, and your Submissions. You agree to indemnify, defend and hold harmless Arcadian Inc., and Arcadian Inc's joint ventures, business partners, licensors, employees, agents, officers, directors, owners, and any third-party information, Software, Content, and Web Services Application providers to the Site and Services from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Services, or the Content, your reliance upon any information or recommendation provided by Arcadian Inc. personnel, your submissions, or any violation by you of these Terms.

7. Additional Prohibited User Conduct. You are prohibited from compromising the security or tampering with system resources and/or accounts related to the Site. The use or distribution of tools designed for compromising security (e.g., password guessing manually or through programs, cracking tools, or network probing tools) is strictly prohibited. Arcadian Inc. may monitor your use of the Site including without limitation the Services, to ensure your compliance with these Terms of Use. If you become involved, or are suspected to have become involved, in any violation of these Terms of Use, Arcadian Inc. reserves the right to investigate your activities for its own purposes and release the details of your violations to others in Arcadian Inc’s sole discretion, including without limitation to governmental authorities, private investigators, or other users of the Site in order to assist them in resolving security incidents.

You agree not to use the Site or any Services in any manner that violates any laws or infringes or misappropriates the intellectual property of, or interferes with the rights of, third parties. You may not take any action that imposes, or may impose in Arcadian Inc’s sole discretion, an unreasonable or disproportionately large load on the Site’s infrastructure or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any robot exclusion headers or other measures Arcadian Inc. may use to prevent or restrict access to the Site.

Arcadian Inc. reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Arcadian Inc. to disclose the identity of anyone violating the security of the Site or these Terms of Use.

8. Use of Communication and Project Management Services. The Site may contain blogs, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others including without limitation engaging in activity that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, ethnicity, gender, sexual orientation, physical ability, age, religion or nationality or that insults the victims of crimes against humanity by contesting the existence of those crimes.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, material, or information.
  • Upload, display, or otherwise make available files that contain images, photos, software, object code, source code, markup language, libraries, schematics, designs, design files, fabrication files, or other material that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Use any material or information, including images, software, object codes, source code, markup language, libraries, schematics, designs, design files, fabrication files, or photographs, which is made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.
  • Create a false identity for the purpose of misleading others.

Arcadian Inc. has no obligation to monitor the Communication Services. However, Arcadian Inc. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Arcadian Inc. reserves the right to terminate your access to the Site, Services, Content, and any or all of the Communication Services at any time without notice for any reason whatsoever. Arcadian Inc. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Arcadian Inc's sole discretion. Always use caution when giving out any personally identifying information about yourself in any Communication Service. Without limiting Sections 3 or 5 of these Terms of Use, Arcadian Inc. does not control or endorse the content, messages, submissions, or information found in any Communication Service and Arcadian Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service, including, without limitation, your use of any Submissions and collaborations with other users of Communication Services.

9. User Supplied Information. Arcadian Inc. does not claim ownership of the materials, including without limitation, text, images, photos, software, object code, source code, markup language, libraries, schematics, designs, design files, fabrication files, or other material you or other users of Communication Services provide to Arcadian Inc. (including feedback and suggestions) or post, upload, input, or submit to the Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Arcadian Inc., its affiliated companies and sub-licensees (including without limitation any supplier of and service provider used in connection with the Arcadian Inc., a royalty-free, irrevocable, perpetual, worldwide license to your Submission including, without limitation, the rights to use, copy, distribute, transmit, publicize, publicly perform, reproduce, translate, reformat or otherwise edit or modify, display and create derivative works from this material, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, and to publish your name, likeness, pseudonym, or other identifier in connection with your Submission.

Submissions may be subject to posted limitations on use, reproduction, display, adaptation, and/or dissemination, and you are responsible for adhering to any such limitations. You also are solely responsible for posting any limitations on the use of or license terms pertaining to your Submissions, which may not in any event contradict or limit these Terms of Use.

No compensation will be paid with respect to the use of your Submission, as provided herein. Arcadian Inc. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Arcadian Inc's sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights in and to your Submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and grant the license you provide in these Terms of Use, and that the Submission, and the use thereof in accordance with these Terms of Use, does not and will not violate any law or the rights, including without limitation the intellectual property rights, of any person or entity.

10. Notices and Procedure for Making Claims of Copyright Infringement. Any claims of copyright infringement should be made by email to customerservice@arcadianinc.com or by mail to: Arcadian Inc. 825 Bloomfield Ave, Suite 101, Verona NJ 07044.

11. Confidentiality. You shall not disclose Arcadian Inc. Confidential Information for so long as the information retains its confidential nature. As used in this Agreement, "Arcadian Inc. Confidential Information" means all nonpublic information disclosed by Arcadian Inc., or an employee or a representative thereof through in-person conversation, by phone, video call, email and/or fax, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. You shall not use, or allow the use of, Arcadian Inc. Confidential Information except as expressly permitted hereunder. Arcadian Inc. Confidential Information includes, without limitation, nonpublic information relating to Arcadian Inc. or Arcadian Inc's business partners' sales, margin percentage, margin numbers, technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of Arcadian Inc's so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test) and third-party information that Arcadian Inc. is obligated to keep confidential. Notwithstanding any other provision in this Section, you shall not have any confidentiality obligation to Arcadian Inc. under this Section above with respect to any information that is or becomes publicly available without breach of these Terms of Use, can be shown by documentation to have been known by you at the time of its receipt from Arcadian Inc., is received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or can be shown by documentation to have been independently developed by you.

12. Applicable Law; Dispute Resolution. The laws of the State of New Jersey shall apply to these Terms of Use, without regard to any conflict of law’s provisions. Any controversy or claim arising out of or relating to these Terms of Use or your use of the Site, the Service, or the Content (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in the state of New Jersey. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of New Jersey. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Arcadian Inc., Arcadian Inc. may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for (i) any actual or alleged infringement of Arcadian Inc’s or any third party's intellectual property or proprietary rights; or (ii) any breach of the confidentiality provisions in Section 11 of these Terms of Use. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts of the State of New Jersey with respect to any such injunctive or other relief. You further acknowledge that Arcadian Inc’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

13. General Provisions. Additional terms and conditions that may be presented to you on the Site as a part of additional Services or in relation to additional Content and those additional terms and conditions shall apply as to the specific Services or Content to which they state they apply except when in conflict with these Terms of Use, then these Terms of Use shall supersede and control. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Arcadian Inc. of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Arcadian Inc. These Terms of Use and the subject matter that they cover, including without limitation the Site, Services, and Content, do not create any joint venture, partnership, employment, or agency relationship between you and Arcadian Inc. or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

14. Changes to the Terms of Use. Arcadian Inc. reserves the right to change the terms of these Terms of Use without notice. Such changes may include, but are not limited to, the charges, if any, associated with the access and use of the Site or any portion of. You are responsible for reviewing these Terms of Use prior to doing business with Arcadian Inc., accessing, visiting, browsing, using, or interacting or attempting to interact with any part of the Site or any software, program or Services on the Site, and your continued use of the Site, its Services, or its Content after any modification to these Terms of Use acknowledges your agreement to the then current Terms of Use. In the event that a change or update is made to these Terms of Use, the "Date of Last Modification" will be updated accordingly. Notwithstanding any provision of these Terms of Use to the contrary, Arcadian Inc. may make changes to these Terms of Use in its sole discretion and such changes shall be binding on you and Arcadian Inc.

Governing Version
The English version of these Terms and Conditions shall prevail wherever there is a discrepancy between the English version and any other language version.

© 2020, Arcadian Inc. Corporation. All rights reserved.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Terms of Use or wish to obtain additional information, please send an e-mail to customerservice@arcadianinc.com

II. Conditions of Order

All orders placed with Arcadian Inc., or any division thereof, orders made through any webstore that may be branded using the names of other entities and embedded in the websites of those other entities, and orders to be shipped directly from a supplier are subject to the terms of these Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of these Conditions of Order will prevail and such terms will be the sole terms governing the order.

1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Order, the Products listed in your order. Arcadian Inc., at its discretion, may choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in Arcadian Inc's sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.

2. Quantity Limitations. Arcadian Inc. reserves the right to limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Arcadian Inc. may reject any order, or any part of an order.

3. Electronic Communication. When you place an order with Arcadian Inc. or one of its division, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Arcadian Inc. will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications. 

4. Pricing and Product Information.

Arcadian Inc. makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the accuracy of any such information. Arcadian Inc. relies on the original manufacturer or reseller authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California’s Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65).Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Arcadian Inc's completion of your order. In the event Arcadian Inc. discovers a material error in the description or availability of a Product that affects your outstanding order with Arcadian Inc., or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and you have already been charged for a purchase, Arcadian Inc. will issue a credit or a refund in the amount of the charge minus any applicable cancellation charges and/or fees. All prices are in U.S. dollars. Arcadian Inc. is not responsible for pricing, typographical, or other errors in any offer by Arcadian Inc. and Arcadian Inc. reserves the right to cancel any orders arising from such errors. 

5. Payment. Arcadian Inc. offers the following payment methods:

For United States and Canada customers: Except as otherwise provided, Arcadian Inc. accepts payments by credit card, PayPal as well as open account credit to qualified institutions and businesses with prior approval. Payment must be made in USD.

For Other International customers: Except as otherwise provided by Arcadian Inc. offers MasterCard, VISA, American Express, Discover & PayPal

Net Terms Account Application: To obtain an account application for open account credit, submit an account application.  Please allow sufficient time for the account application process. To avoid delay on your initial order, you may elect an alternative payment method.  Net Term payments must be submitted by Check, ACH or Wire Transfer.

6. Late Payments. Payment is due as stated on Arcadian Inc's invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Arcadian Inc. reserves the right to charge interest from the payment due date to the date of payment at 18% per annum or the maximum amount allowed by applicable law, plus reasonable attorneys' fees and collection costs.  At any time, without notice, Arcadian Inc. may change the terms of Customer's credit. Arcadian Inc. may apply payments to any of Customer's accounts. If Customer is late and/or defaults on any payment, Arcadian Inc. may reschedule, hold or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law.  Customer credits provided by Arcadian Inc. will expire if unused within 12 months.

7. Shipping Charges an Incoterms.

Products Shipping from Arcadian Inc.'s Warehouse. Except as otherwise provided on the Site, (1) shipping or freight charges and insurance will be paid by the customer, (2) all sales are made Incoterms: EXW, shipping point (always within the continental US unless previously agreed upon and/or disclosed and (3) shipping or freight charges from Arcadian Inc.. are prepaid and added to the invoice, billed collect or billed to a third party. [1]

Products Shipping Directly from Suppliers. Except as otherwise provided on the Site, (1) shipping or freight charges and insurance will be paid by the customer, (2) all sales are made EXW supplier’s warehouse, and (3) shipping or freight charges from supplier’s warehouse are prepaid and added to the invoice, billed collect or billed to a third party.[1]

[1]At time of shipment, if Arcadian Inc. encounters an issue with the customer’s chosen carrier or the customer’s carrier account information, Arcadian Inc. reserves the right to prepay and add reasonable shipping charges to the customer’s chosen payment option for the order and customer agrees to pay such charges.

Excessive Weight or Size. Shipments of excessive weight or size may require additional shipping charges.  Arcadian Inc. reserves the right to pass such charges through to the customer.

For International Shipments: Availability of ship methods is dependent on the destination country. Except as otherwise provided on the Site, (1) the shipping costs will be prepaid and added to your order or billed collect (2) all import licenses, duties, tariffs, taxes and brokerage fees will be your responsibility.

The recipient is the importer of record and must comply with all laws and regulations of the destination. Orders shipped outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. The recipient of an international shipment may be subject to such import taxes, customs duties and fees, which are levied once a shipment reaches the recipient's country. Additional charges for customs clearance must be fulfilled by the recipient; Arcadian Inc. has no control over these charges, nor can Arcadian Inc. predict what they may be.

Customs policies vary widely; you should contact your local customs office for more information. When customs clearance procedures are required, it can cause delays beyond our original delivery estimates.

Using a freight forwarder to ship or hand-carry items internationally may result in complications not covered by Arcadian Inc.

If a freight forwarding service is used to ship items internationally, the following applies:

  • Arcadian Inc. will not be responsible for damage, defect, material difference, or loss that occurs to goods after they’re delivered to you or a freight forwarder.  This means that Arcadian Inc. isn't able to provide a replacement or a refund for any shipment taken outside of the U.S. by using a freight forwarding service.
  • If you (or a freight forwarder you so designate) have a U.S. address, purchase goods from Arcadian Inc. to be shipped to a U.S. location, and then subsequently export these goods, you or the designated freight forwarder are considered the exporter of these goods. You or the designated freight forwarder are solely responsible for compliance with all export and import regulations, including all U.S. export regulations and the import regulations of the destination country. Arcadian Inc. must not be listed on any export documentation (e.g., export declarations, invoices, packing lists, air waybills, etc.).  It is your responsibility to ensure the freight forwarders most up-to-date U.S. address is used.

 

8. Handling Charge.  Arcadian Inc. reserves the right to charge a handling fee in situations whereas specialized accommodations; including, but not limited to packaging, labeling & product customization are required by the customer and agreed upon by Arcadian Inc. The handling fee will be determined and communicated to the customer at time of quotation and/or no later than prior to shipping.    

9. Taxes. Except as otherwise provided on the Site, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Arcadian Inc. charges sales tax unless you have a valid sales tax exemption certificate on file with Arcadian Inc. Arcadian Inc. will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Arcadian Inc. is required to pay tax on your purchase, you will reimburse and indemnify Arcadian Inc. for the amount of such tax and any related penalties or other charges, and Arcadian Inc's reasonable expenses incurred in connection with the payment and collection of such tax.  Email your resale certificate prior to placing your order to customerservice@arcadianinc.com

10. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges may apply to each shipment. Backorders may be available for certain Products and, if available, will be processed based on your request.

11. Export Compliance. In addition to the United States and its territories, Arcadian Inc. accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.

12. Freight Damage and/or Loss. Arcadian Inc. assumes no responsibility with product lost or damaged in transit.  No product shipped from Arcadian Inc. carries any freight insurance unless requested by the customer, acknowledged by Arcadian and paid for by the customer.  Arcadian Inc. by default ships using incoterms: Ex Works.  Ex works is defined as an agreement between a buyer and a seller that the seller assumes no responsibility for the cost or liability for a product after it is produced and has left the seller’s warehouse.

For orders shipped via Prepay & Add, please contact customerservice@arcadianinc.com immediately to initiate a claim with the carrier. Typically, Prepay & Add claims, for loss or damage that are not insured are typically limited to $100 of coverage from the carrier.

For orders shipped via Freight Collect, the customer bears all responsibility for opening and tracking claims with their respective carrier.

If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Notification of freight damage must be made to Arcadian Inc. customer service within 24-48 hours of receiving delivery of damaged goods.  In some instances, a photo of the damaged goods may be requested by Arcadian Inc. customer service. 

13. Return Policy. In most cases, Arcadian Inc. will accept merchandise returns subject to the terms outlined in this Section 13 and will replace the Product via a replacement order

To facilitate processing of returned merchandise:

  • Please obtain an RMA (Returned Merchandise Authorization) document prior to returning a Product(s) by requesting it from customerservice@arcadianinc.com
  • For all returns not relating to manufacturers' warranties, returns must be made within 30 days of date of delivery (date product was received as per carrier tracking information), be accompanied by a copy of the approved RMA document provided by customer service, and be in the original packaging and in resalable condition.  In some instances, a photo of the issue with the product, may be requested by customer service.
  • Credit will only be issued once parts have been received, inspected and deemed ok for resale.
  • Certain products shipped directly from suppliers must be returned to the supplier after obtaining the RMA document from Arcadian Inc.
  • Upon obtaining an RMA number you will be instructed where to return the Product and how to ship the product back to either Arcadian Inc. or the supplier.
  • Products returned solely due to customer error may be subject to a restocking charge.
  • To the extent that Arcadian Inc. purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancelable/Non-Returnable.
  • Parts specified as "Non-Cancelable/Non-Returnable" at time of quote or sale are not returnable
  • All returns for reasons covered under manufacturers’ warranty will undergo incoming inspection.  Product that has been returned, inspected and found not to be defective, will not be eligible for credit.               Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a customerservice@arcadianinc.com for detail.
  • Customer credits provided by Arcadian Inc. will expire if unused within 12 months.

By returning any product to Arcadian Inc. or supplier (as applicable), you represent and warrant that the returned product was purchased through an Arcadian Inc. Site, and is not counterfeit or otherwise non-conforming. You acknowledge that Arcadian Inc. does not accept any counterfeit products, and in the event you send Arcadian Inc. any counterfeit products you will be liable for all damages related thereto and will indemnify Arcadian Inc. against any claims and damages related to such counterfeit products. You also agree that Arcadian Inc. or supplier (as applicable) may test any returned product to determine whether such product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Arcadian Inc. or supplier determines, in its sole discretion, that any returned product is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Arcadian Inc. or supplier may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.

14. No Use as Critical Components or QPL Components. Products sold by Arcadian Inc. are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant, nuclear, or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. In addition, you acknowledge that Arcadian Inc. is not on the Qualified Manufacturers List ("QML"), and does not sell Qualified Product List ("QPL") components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Arcadian Inc. are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. YOU AGREE TO INDEMNIFY AND DEFEND ARCADIAN INC AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.

15. Product Warranty.

a. General Product Limited Warranty. ALL PRODUCTS ARE SOLD ON AN "AS-IS," "WHERE IS," AND "AS-AVAILABLE" BASIS. Arcadian Inc. agrees to transfer to you, at the time of sale, to the extent transferable, the warranties Arcadian Inc. receives from manufacturers with respect to the Products sold by Arcadian Inc. to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING ARCADIAN INC. ON CERTAIN SPECIALLY ADVERTISED INVENTORY ITEMS, THERE ARE NO MANUFACTURER WARRANTIES OF ANY TYPE, AND SUCH PRODUCTS ARE SOLD ONLY IN LIMITED QUANTITY AND NO BACKORDERS OR RETURNS OF SUCH PRODUCTS ARE AVAILABLE.

c. Disclaimer of all other Warranties.  ARCADIAN INC MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) ARCADIAN INC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Arcadian Inc. shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Arcadian Inc. to you subject to any and all applicable intellectual property rights of third-parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:

  1.       i.        Applications Engineering and/or Customer Service. Arcadian Inc. offers its applications engineering, technical support and customer service solely as a convenience to Arcadian Inc. customers. Arcadian Inc. personnel strive to provide useful information regarding Products. Arcadian Inc. does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Arcadian Inc. shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Arcadian Inc. personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Arcadian Inc. does not guarantee that such information or recommendations are accurate, complete or correct.
  2.      ii.        No Other Warranties. Except for a duly-authorized officer of Arcadian Inc. making an additional warranty in writing, no employee or agent of Arcadian Inc. or any other party is authorized to make any warranty in addition to those made in this Section 15.

d. Limitation of Liability. IN NO EVENT SHALL ARCADIAN INC BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF ARCADIAN INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ARCADIAN INC RELATING IN ANY WAY TO ANY PRODUCT EXCEED THE PURCHASE PRICE FOR THE PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some States may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.

16. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to indemnify, defend, and hold harmless Arcadian Inc. and Arcadian Inc's joint ventures, business partners, licensors, employees, officers, directors, owners, and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, or any violation by you of these Conditions of Order.

17. Force Majeure. Arcadian Inc. will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics, quarantine restrictions, riots or war. Arcadian Inc's time for delivery or performance will be extended by the period of such delay or Arcadian Inc. may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.

18. Applicable Law; Dispute Resolution. The laws of the State of New Jersey shall apply to these Terms of Use, without regard to any conflict of law’s provisions. Any controversy or claim arising out of or relating to these Terms of Use or your use of the Site, the Service, or the Content (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in the state of New Jersey. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of New Jersey. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Arcadian Inc., Arcadian Inc. may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for (i) any actual or alleged infringement of Arcadian Inc’s or any third party's intellectual property or proprietary rights; or (ii) any breach of the confidentiality provisions in Section 11 of these Terms of Use. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts of the State of New Jersey with respect to any such injunctive or other relief. You further acknowledge that Arcadian Inc’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

19. General Provisions. Additional terms and conditions that may be presented to you on the Site as a part of additional Services or in relation to additional Content and those additional terms and conditions shall apply as to the specific Services or Content to which they state they apply except when in conflict with these Terms of Use, then these Terms of Use shall supersede and control. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Arcadian Inc. of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Arcadian Inc. These Terms of Use and the subject matter that they cover, including without limitation the Site, Services, and Content, do not create any joint venture, partnership, employment, or agency relationship between you and Arcadian Inc. or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

20. Changes to the Conditions of Order. Arcadian Inc. reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the "Date of Last Modification" will be updated accordingly. Notwithstanding any provision of these Conditions of Order to the contrary, Arcadian Inc. may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and Arcadian Inc.