Terms of service

Effective May 18, 2021

Welcome to the website of Keep Your Cadence, Inc. (“Cadence,” “we,” “our,” “us”), available at www.keepyourcadence.com (the “Site”). This page informs you that by visiting or purchasing products through the Site, you signify that you have read, understand and agree to be legally bound by these Terms and Conditions (“Terms and Conditions”) and our Privacy Policy below, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to these Terms and Conditions or any other part of the Agreement, then please do not use the Site or purchase any product from the Site.

These Terms and Conditions are effective as of the date posted above and we will not be bound by any additional or different terms on other documents that are inconsistent with the Agreement. We may update this Agreement at any time. If we do so, we will let you know by posting the amended terms on the Site or by email and such terms shall be effective for all use of the Site once they are posted. Your continued access of the Site and/or use of the services provided through the Site following the posting of any additional or different terms in the Terms and Conditions constitutes your acceptance of those additional or different terms. We, in our sole discretion, may also add, delete or change some or all of the features of the Site at any time.
As used herein, “User,” “Users,” “you,” or “your” means anyone who accesses and/or uses the Site. Capitalized terms not defined in these Terms and Conditions shall have the meaning set forth in our Privacy Policy.
 
THESE TERMS AND CONDITIONS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE READ IT.

1. Eligibility

The Site is intended solely for Users who are adults over the age of majority in their place of residence and any registration by, use of or access to the Site by anyone who is not over the age of majority is unauthorized, unlicensed and in violation of these Terms and Conditions. By using the Site, you represent and warrant (i) that you are over the age of majority, (ii) that you have not previously been suspended or removed from the Site; and (iii) that your registration and your use of the Site is in compliance with any and all applicable laws and regulations, (iv) and that you agree to and abide by all terms and conditions of the Agreement. Your data associated with your registration or the Site are not transferable to any other individual. If you are using the Site on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms and Conditions and that you agree to be bound by them on behalf of that organization.
If you violate any of these Terms and Conditions, or otherwise violate an agreement between you and us, do not follow instructions regarding the proper implementation of the Site, or for any other reason, we may terminate your registration for an account on the Site and/or prohibit you from using or accessing the Site (or any portion, aspect or feature of the Site), at any time in our sole discretion. You agree that we will not be liable to you or to any third party for any termination of your right to use the Site.

Product Purchases

1. Online Orders

When placing an order on our Site, you are effectively offering to purchase whatever products and services you select. We reserve the right to accept or reject any order in our own discretion. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in our sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to our having sent to you the confirming email referenced herein.

1. Payment Terms

All applicable prices are set forth alongside the goods and services offered on the Site. They may differ from the prices offered elsewhere (online or offline) by us for the same goods and/or services. Such prices are subject to change at any time by us in our sole discretion. Additionally, to the extent that we offer a promotion in connection with any particular item, the terms of such offer shall be set forth in a separate document that shall govern its applicability (and, in the event of a conflict herewith, be considered the governing document). You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges. Payment may only be made with a valid credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.

1. Shipping Information

It is our responsibility to ship your accepted order to you at the address you provide when making the order. You will be responsible for all associated shipping and handling charges. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments.

1. Returns

If you, for any reason, are not satisfied with your order, you may return it for a full refund; provided: (i) the items(s) were not designated as non-returnable; (ii) your return is made within thirty (30) days of delivery. Once the goods are received by us, we will refund your purchase price. All returns must be made pursuant to the specific return procedure specifically set forth on the Site (which can be found at: https://keepyourcadence.com/pages/faq). You bear the risk of loss or damage during shipment (other than when returning non-conforming merchandise) and as such, you are advised to obtain appropriate insurance. Your refund will be credited back to the same payment method used to make the applicable purchase.

1. Representations & Warranties 

You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms and Conditions, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the goods and services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying goods or services from the Site for solely your own use, and not for resale or export.

General Site Usage

1. Collection of Data

All Personal Data about yourself provided, is further described in the Privacy Policy.

1. Intellectual Property

 
Unless otherwise noted, all materials, including, but not limited to, software, graphics, images, illustrations, designs, sound recordings, audiovisual works, icons, photographs, video clips, and written and other materials that appear as part of the Site or the products themselves (collectively, the “Content”) are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by Cadence. Unauthorized use of the Content may violate copyright, trademark, and other laws.  The Content, and the Site, as a whole, are intended solely for personal, non-commercial use by the Users of the Site. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You may download or copy the Content and other downloadable materials displayed on the Site for your personal, non-commercial, use only. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not sell, public, transmit, transfer, assign, license, sublicense, or modify the Content or reproduce (except as noted above), display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
 
If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.
 
The trademarks, service marks, and logos of Cadence (the “Cadence Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Cadence.  Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Cadence Trademarks, the “Trademarks”).  Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the Cadence Trademarks inures to our benefit.
 
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

1. Content of Site

We are not responsible if the information on the Site is not accurate, complete or current. Any reliance on the material in the Site is at your own risk. We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Site, including any unavailability of the Site.

We undertake no obligation to update, amend or clarify information on the Site. No specified update to the Site should be taken to indicate that all the information in the Site has been modified or updated.

1. Prohibited Conduct

 
You agree to use the Site only for purposes that are legal, proper and in accordance with these Terms and Conditions and any applicable law, rules or regulations. You may not: 

• use the Site in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party's use and enjoyment of the Site; 
• attempt to gain unauthorized access to the Site, or the computer systems or networks connected to the Site through hacking, password mining or any other means;
• create user accounts by automated means or under false or fraudulent pretenses;
• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
• upload, post, email or transmit, or otherwise make available through the Site any inappropriate, defamatory, infringing, obscene, or unlawful content;
• upload, post, email or transmit, or otherwise make available through the Site any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
• interfere or attempt to interfere with the proper working of the Site;
• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
• remove any copyright, trademark or other proprietary rights notices contained in or on the Site;
• use the Site for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state laws or regulations, or equivalent laws or regulations in foreign jurisdictions);
• use the Site for any commercial purpose whatsoever other than for your personal use
• encourage or enable any other individual to do any of the foregoing
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Site;   

1. WARRANTY DISCLAIMERS

Cadence publishes information on its Site as a convenience to its visitors. While Cadence attempts to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. We reserve the right to make corrections and changes to the Site at any time without notice. The products described on the Site may not be available in your region. Cadence does not claim that the information on the Site is appropriate to your jurisdiction or that the products described on its Site will be available for purchase in all jurisdictions.

YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PRODUCTS AND SITE, WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CADENCE DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND ENDORSEMENTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION ACCESSED FROM OR VIA THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS, PRODUCTS AND SERVICES PROVIDED ON THE SITE, WHICH ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR CONTENT OF INFORMATION, UNINTERRUPTED ACCESS AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CADENCE DOES NOT WARRANT THAT THE SITE OR ITS FUNCTION OR THE CONTENT OR THE SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. CADENCE MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. THIS LIMITATION OF LIABILITY MAY NOT APPLY TO ALL USERS AND MAY BE LIMITED BY APPLICABLE LAW, AND CERTAIN USERS MAY HAVE ADDITIONAL RIGHTS NOT EXPRESSED HEREIN.

 

Cadence makes no warranties of any kind regarding any sites not controlled by Cadence to which you may be directed or hyperlinked from this Site. Hyperlinks are included solely for your convenience, and Cadence makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such sites not controlled by Cadence. Cadence does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Site.

 

1. LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CADENCE, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITE OR THE ORDER, RECEIPT OR USE OR MISUSE OF ANY PRODUCT OR THE CONTENT OR FUNCTIONALITY ON OR ACCESSED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF CADENCE OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES  AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CADENCE AND THE OTHER CADENCE PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM THE SITE EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND (B) THE ACCESS OR USE OF THE SITE OR CONTENT, EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE CADENCE AND THE OTHER CADENCE PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THIS LIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.  

1. External sites; Third-party vendors

The Site may contain links to third-party websites, including, without limitation, the websites of third-party vendors (such as shipping providers) that may provide services complimentary to our services (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. The External Sites are developed and provided by others, and you should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites or the third-party vendors highlighted on such External Sites, and we do not make any representations regarding the content or accuracy of materials on such External Sites or any such third-party vendors. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

1. Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, affiliates, licensees, licensors, assigns, suppliers, and third-party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns harmless from and against any damages, losses, expenses, claims, actions, demands, liabilities, demands, and/or settlements including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Site; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

1. Compliance with Applicable Laws

The Site is based in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access or use the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

1. Termination

These Terms and Conditions are effective unless and until terminated by either you or Cadence. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. The Terms and Conditions relating to Intellectual Property, Indemnification, Disclaimer, Limitation of Liability and Choice of Law shall survive any termination and remain in full force and effect.

1. Assignment

We may assign these Terms and Conditions at any time to a subsidiary or parent company or to a successor to our business as part of a merger or sale of substantially all of our assets. You may not assign or transfer these Terms and Conditions. 

1. Digital Millennium Copyright Act

 
Cadence respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
 
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
 
Copyright Agent
Keep Your Cadence Inc.
3537 36th Street
Astoria NY 11106
connect@keepyourcadence.com
 
If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
 

1. Controlling Law

 
The parties agree that these Terms and Conditions, any sales thereunder, and/or any claim, dispute or controversy (whether in contract, tort or otherwise) between you and Cadence arising from or relating to these Terms and Conditions, its interpretation or the breach, termination or validity thereof, the relationships that result from these Terms and Conditions, Cadence’s advertising, or any related purchase shall be governed by the laws of the State of New York, without regard to conflicts of law.
 

1. DISPUTE RESOLUTION AND BINDING ARBITRATION; CLASS ACTION WAIVER

 
YOU AND CADENCE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND Keep Your Cadence Inc. its members, managers, agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing any products or services to you in connection with your purchase (collectively “CADENCE”) arising from or relating in any way to your purchase of products, your use of the Site, these Terms and Conditions, its interpretation or the breach, termination or validity thereof, the relationships that result from these Terms and Conditions (including relationships with third parties who are not signatories to these Terms and Conditions), Cadence’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or these Terms and Conditions is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. Consumer claimants (individuals whose transaction is intended for personal, family or household use) may elect to pursue their claims in small-claims court rather than arbitration. The arbitration or small-claims court proceeding will be limited solely to the customer’s individual dispute or controversy. You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR CADENCE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS/USERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be class arbitration). The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Payment for all filing, administration and arbitrator fees will be governed by the rules of the applicable arbitration administrator, provided, that CADENCE will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. If you prevail on any claim that affords the prevailing party statutory attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: (i) American Arbitration Association: (800) 778-7879, www.adr.org; and (ii) JAMS: (800) 352-5267, www.jamsadr.com. If for any reason a claim proceeds in court rather than in arbitration each of you and Cadence waive any right to a jury trial. Moreover, each of you and Cadence both agree that either party may bring suit in court to enjoin infringement or misuse of intellectual property rights
 

1. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.

1. Miscellaneous

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. If any provision of these Terms and Conditions is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

1. Other Important Terms

We may transfer our rights and obligations under a contract to another organization, but this will not affect your rights or our obligations under these Terms of Sale. 

You may only transfer your rights or your obligations under these Terms of Sale to another person if we agree in writing. 

We contract with OpenBorder, Inc. together with its subsidiaries (referred to as “OpenBorder”) to sell and deliver our products to international consumers. 

If your order is shipping to Albania, Andorra, Angola, Antigua and Barbuda, Argentina, Aruba, Australia, Austria, Bahamas, Bahrain, Bangladesh, Barbados, Belgium, Belize, Benin, Bermuda, Bhutan, Bolivia, Bonaire, Bosnia and Herzegovina, Botswana, Brazil, British Virgin Islands, Brunei, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Canada, Cayman Islands, Central African Republic, Chad, Chile, China, Colombia, Costa Rica, Croatia, Curacao, Cyprus, Czech Republic, Democratic Republic of the Congo, Denmark, Djibouti, Dominica, Dominican Republic, East Timor, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Ethiopia, Falkland Islands, Fiji, Finland, France, French Guiana, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Grenada, Guam, Guadeloupe, Guatemala, Guernsey, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jersey, Jordan, Kazakhstan, Kenya, Kuwait, Laos, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Macao, Madagascar, Malawi, Malaysia, Maldives, Mali, Malta, Martinique, Mauritius, Mayotte, Mexico, Monaco, Mongolia, Montenegro, Montserrat, Morocco, Mozambique, Myanmar [Burma], Namibia, Netherlands, New Caledonia, New Zealand, Nicaragua, Niger, Nigeria, Niue, Norway, Oman, Pakistan, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Poland, Portugal, Qatar, Republic of the Congo, Réunion, Romania, Rwanda, Saint Barthélemy, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines,  Saudi Arabia, Senegal,  Serbia, Sierra Leone, Singapore, Sint Maarten, Slovakia, Slovenia, Somalia, South Africa, South Korea, Spain, Sri Lanka, Suriname, Swaziland, Sweden, Switzerland, Taiwan, Tanzania, Thailand, Togo, Trinidad and Tobago, Turks and Caicos Islands, Tuvalu, Uganda, United Arab Emirates, United Kingdom, Uruguay, Vanuatu, Vatican City, Venezuela, Vietnam, Zambia, Zimbabwe where our international shipping is supported by OpenBorder, additional terms and conditions here may apply to you in addition to any relevant terms and conditions imposed in this Terms of Sale.

     24. Communication with us.

For any questions or comments, or to report violations of these Terms and Conditions, including receipt of spam from any manufacturer, contact us at: connect@keepyourcadence.com with “Terms and Conditions” in the subject line of your email.

     25. SMS Marketing

In addition, you agree to our Messaging Terms and Messaging Privacy Policy.

26. Cadence Loyalty Program (Cadence Studio)

A. Membership Eligibility and Overview

A.1. The Cadence Studio Loyalty Program (the “Program”) is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in the Program. Program membership is available to individuals who meet the eligibility criteria set forth above and in our Privacy Policy, and who maintain a valid email address.

A.2. By becoming a Cadence Studio Loyalty Program member (a “Member”), you agree that you have read, understood and agree to be bound by these Loyalty Program Terms and Conditions (“Loyalty Terms”) and by any changes or modifications we may make at any time, in our sole discretion and without prior notice to you. We encourage you to review these Loyalty Terms and the related policies frequently to understand the terms and conditions that apply to the Program, as we may change, limit and/or eliminate the Program, all or any portion of these Loyalty Terms, and/or any other policy that applies to the Program from time to time, in our sole discretion. By enrolling in the Program, you also agree to be bound by our Privacy Policy and the above Terms of Service, which are incorporated herein by reference. All capitalized terms used but not defined in these Loyalty Terms will have the meanings given in the Terms of Service. If you do not agree to these Loyalty Terms, our Privacy Policy, and our Terms of Service, you cannot participate in the Program.The Program is void where prohibited by law.

B. Program Enrollment

B.1. Eligible individuals can register for the Program by creating an account here.

B.2. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. Only one Program account may be associated with a single email address.In the event of a dispute over ownership of the Program membership account, the member will be deemed to be the authorized account holder of the email address submitted at the time of enrollment.For purposes of these Loyalty Terms, the “authorized account holder” is the natural person who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

C. How the Program Works and Program Benefits

C.1. The Program is a way in which we reward and thank our loyal customers for purchasing our products and/or engaging with the brand. Once enrolled in the Program, you are able to reach Program loyalty tiers by making eligible purchases or taking certain other Program-related actions, as further detailed here. Once you reach a certain loyalty tier, you may be eligible for certain benefits and rewards applicable to that tier, which benefits may change from time to time in our discretion, and may be offered on a limited basis.The type, timing and availability of any reward will be determined by  Keep Your Cadence, Inc. in its sole discretion.Eligible purchases, actions and other opportunities to reach Program loyalty tiers are subject to change from time to time in our discretion and will be posted on the Site, and/or may be published through other media (e.g., in marketing communications, social media, etc.).

C.2. Unless otherwise specified at the time of purchase, eligible transactions include regular priced merchandise purchased through the Site, and exclude eGift Cards, sales tax, state fees, discounts, shipping and delivery charges and/or other excluded charges we may specify from time to time. Members will not receive benefits from retail purchases made at other retailers.

D. Program Benefits and Rewards

D.1. Program benefits are made available by us at our sole discretion. Only the Member paying for the products may accumulate such benefits.Any rewards earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Purchases credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Program Terms.The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

D.2. We reserve the right to change Program benefits, how you reach each Program tier, and how we evaluate and reward your eligible purchases and/or other Program activity.We reserve the right to place limits on the number of purchases or activities that are eligible for the Program and/or for any given tier level, the number or types of rewards or benefits you may receive or earn in any given tier, in a given time period or for the duration of the Program, and/or any combination thereof.

D.3. If you have concerns that a purchase or other activity was not properly applied to your account, you should contact Customer Service through the e-mail form on the “Contact Us”. Your email must specify your name and email address associated with the Program, the date of the Program activity, and the issue(s) you encountered. This email must be sent no more than forty-five (45) days after the date the purchase or other Program activity took place. We are not responsible for late notifications about purchases or other Program activities not being credited to an account.

E. Company Rewards and Points Expiration

All unredeemed points will expire 365 days from the date received. In addition, Company Rewards and points will automatically expire if your Membership is revoked or otherwise cancelled. Once a reward is claimed, the member has 30 days to use the reward before its expiration. And membership tiers reset each calendar year. 

F. Program Communications

F.1. Unless you have opted-out of receiving marketing communications, we may communicate with you about the Program through email, including with respect to special Member promotions, offers, and more. We may also use these channels to notify you when you are eligible for a benefit, communicate Program changes, and more.

F.2. You may opt-out of receiving such marketing emails at any time by following the instructions provided in the email or as otherwise provided in our Privacy Policy. Please note that even if you opt-out of receiving marketing or promotional communications, we may continue to send you transactional emails (e.g., notice emails and non-marketing or non-promotional emails), such as those about your account, transactions, membership in the Program or our business.

G. Termination and Modification

G.1. The Program and its benefits are offered at our sole discretion.We may, in our discretion, cancel, modify, restrict or terminate these Loyalty Terms, and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.

G.2. We reserve the right to exclude you from or to discontinue your participation in the Program and to audit your membership account at any time, in our sole discretion.Any suspected abuse of the Program (including, without limitation, purchases by resellers), failure to follow any Loyalty Terms, membership inactivity (i.e., no purchases made) for more than 12 months, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Loyalty Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent or other unauthorized use of any Program rewards may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Loyalty Terms, we also have the right to take appropriate legal action, in our sole discretion.

G.3. If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account.

H. Privacy

H.1. The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with our Privacy Policy.

I. Contact Us

I.1. For information about the Program and your membership, please contact Customer Service via the email form on the “Contact Us” page. You will be required to confirm your full name and email address in order to validate your account. 
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