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Terms of Use

iProKitchens Inc.
Member Agreement Terms and Conditions
Last updated: August 27, 2013

1. Introduction (parties to agreement)
This Member Agreement Terms and Conditions (the “Agreement” or “Terms”) is a legal agreement made by and between iProKitchens Inc. (“iProKitchens Inc.”, the “Company”, “IPK”, “Us”, “We”, “Our”) and You (“You,” “Your”, “Member”, or “User”). This Agreement contains the terms and conditions that govern Your access to, and use of the IPK website located at http://www.iProKitchens.com and any tools hosted thereon, its content, the software, and the associated materials and products made available through the IPK Website (collectively, the “Site”).

2. Agreement
Your use or access of the Site in any way signifies Your constructive and actual notice and knowledge of, and Your agreement to be bound by, the most current version of the Terms as posted on the Site and the Privacy Policy located at http://www.iProKitchens.com/privacy (the “Privacy Policy”). If you do not agree to all of the terms of this Agreement, then do not apply to IPK, accept membership, or use the Site in any way. You also acknowledge that you have had an opportunity to review the IPK Privacy Statement or that it has been made available to you. Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable membership for so long as you are an active member and adhere to this Agreement, to access, participate in and use the Site. You agree that you obtain no rights other than the rights expressly granted in this Agreement. The Site is controlled and operated by IPK from its principal office in the State of New Jersey, USA. IPK makes no representation that materials on the Web site are appropriate or available for use in other locations. Those who choose to access the Web site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Web site is not intended to subject IPK to the laws or jurisdiction of any state, country or territory other than the State of New Jersey and the United States of America.  This is the entire agreement between You and Us, superseding any prior agreements regarding its subject matter. Whenever new products or services become available, Your use of them will be under this Agreement unless we notify You otherwise. We may change this Agreement at any time. Any changes will take effect 30 days after our posting of revised Agreement on the Site. You can read a current copy of this Agreement at any time by coming back to the “Application” or “Terms & Conditions” page. If any change is not acceptable, you may terminate your membership as described below, but using the Service after the effective date means you accept the changes.  The following policies and rules are incorporated into the Agreement by reference and provide additional terms and conditions: Payment Policy, Order Policy, General Terms and Conditions. To the extent that there are any conflicts between the terms or conditions in such related policies and the Agreement, the terms and conditions of the Agreement shall govern. You agree to comply with this Agreement, and all other policies, rules and terms and conditions as set forth in the Site (collectively, the “Policies”). The Policies, including any amendments which may be made from time to time, are hereby incorporated by reference into this Agreement. We may modify this Agreement or the Policies at any time as described above.

You consent to the use of (a) electronic means to complete this Member Agreement, to use the Site and Advisor Services and to provide you with any notices given pursuant to this Agreement, and (b) electronic records to store information related to this Agreement or your use of the Site.
You can request a copy in paper form of this Agreement and any other records relating to this Agreement or your use of the Site by sending a written request to 123 East Main Street Suite 1417 Marlton, NJ 08053. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format.

IMPORTANT! THESE TERMS GOVERN YOUR USE OF THIS SITE. THESE TERMS ARE SUBJECT TO CHANGE AT ANY TIME AT IPK’S DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS EACH TIME YOU VISIT THE SITE. YOUR USE OF THE SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE OR ACCESS THE SITE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT MAY NOT BE ALTERED BY YOU EXCEPT WITH THE EXPRESS WRITTEN PERMISSION OF AN AUTHORIZED REPRESENTATIVE OF IPK. YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE APPLICATION PAGE, BY USING THE SITE, BY PURCHASING MATERIALS, BY REQUESTING DESIGN SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS MEMBER AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SITE IS SUBJECT TO THE TERMS OF THIS MEMBER AGREEMENT AND THE POLICIES, TERMS AND INSTRUCTIONS REFERENCED IN THE SITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART OF THESE TERMS. YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS MEMBER AGREEMENT IN ORDER TO ACCESS AND USE THE SITE. IF YOU DO NOT ACCEPT THIS MEMBER AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE.

3. Permitted Use
You agree that: (i) Your use of the Site is subject to and governed by these Terms; (ii) You will only access or use the Site and transact business with Us if you are at least 18 years old; (iii) You will comply with and be bound by these Terms as they appear on the Site each time You access and use the Site; (iv) each use of the Site by You indicates and confirms Your assent to and agreement to be bound by these Terms; and (v) these Terms are a legally binding agreement between You and IPK that will be enforceable against You.

4. Restrictions on Use
You may use this Site only for purposes expressly permitted within the Terms. You may not use this Site for any other purpose, including any other commercial purpose, without IPK’s express prior written consent. For example, You may not (and may not authorize any other party to) (i) co-brand this Site, (ii) frame this Site, or (iii) hyperlink to this Site, without the express prior written consent of an authorized representative of IPK; Further, You agree not to use or attempt to use the Site for any purpose that:

interferes with or induces a breach of the contractual relationships between IPK and its employees; is any way unlawful or prohibited, or that is harmful or destructive to anyone or their property; transmits any advertisements, solicitations, schemes, spam, flooding, or other unsolicited e-mail, unsolicited commercial communications; transmits any harmful or disabling computer codes, malware, worms or viruses; interferes with Our network services; attempts to gain unauthorized access to Our network services; impairs or limits Our ability to operate the Site or any other person’s ability to access and use the Site; uses any methods, means or devices to click on to the Site or cause a visit to the Site for purposes of manipulating the results of any Internet search engine, or for any other purpose other than conducting business with Us; unlawfully impersonates another person or otherwise misrepresents Your affiliation with any person or entity; harms minors in any way, including, but not limited to, uploading content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct; uploads pornographic, violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images; harms, threatens, harasses, abuses or intimidates another person in any way or involves images or content that depicts, promotes, encourages, indicates, advocates or tends to incite the commission of a crime or other unlawful activities; dilutes or depreciates the name and reputation of IPK or any of its affiliates; uploads any content or images that infringe any third party’s intellectual property rights or infringes any third party’s right of privacy; or unlawfully uploads any confidential, proprietary or trade secret information.

5. No Unauthorized Use of the Site.
You agree that you will not, and will not permit others to: provide any unauthorized third party with access to the Site or any information, data, text, links, images, software, chat, communications and other content available through the Internet and proprietary to IPK (collectively, “Content”) by any means; modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with your participation in the Site; engage in any activity that does not comply with U.S. law or other applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Service; introduce into the Site any code intended to disrupt the Site, alter or delete its Content, access confidential Content on our website or interfere with the operation of the Site, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; post any material in any form whatsoever on the Site that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; or infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Site.

Security. You will maintain the confidentiality of the user IDs and passwords by which you access the Site, and will allow access to the Site only by authorized persons, and not by any program, expert system, electronic agent, “bot” or other automated means. If you desire, you may authorize an account guest to contact IPK customer care to take certain actions on your behalf with respect to your account. The IPK website will set forth our Policies regarding account guests. Any use of your assigned user IDs or passwords will be deemed to be your use. If there is a breach of security through your account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user ID and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. In addition, you agree that we should assume that any instruction by an account guest that is in compliance with the Policies has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You will not permit any use of the Site that would damage, interfere with or unreasonably overload the Site. You acknowledge that IPK will not contact you to solicit your user ID or password.

6. Membership Information:
You will provide us with accurate and complete application information and advise us promptly of any changes. If you don’t, you will be in breach of this Agreement allowing us to immediately terminate your membership and use of the Site. When you apply, you will receive a user name and password which we may assign or allow you to select. You may not select a user name which violates anyone’s rights or one, in our sole discretion, we consider offensive, improper or inappropriate. If you do, we can modify or delete it. Membership to IPK is FREE to trade professionals. Industry professionals include, but are not limited to contractors, remodelers, builders, decorators, interior designers, architects, plumbers, electricians and independent kitchen designers . Applicants must apply for membership providing current business information in addition to industry references.

7. Proprietary Information
The content accessible from this Site, and any other website owned, operated, licensed, or controlled by IPK is the proprietary information of IPK or the parties that provide the content to IPK, and IPK or the parties that provide the content to IPK retains all right, title, and interest therein. Accordingly, such content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of an authorized representative of IPK. In any event, You may not remove or alter, or cause to be removed or altered, any copyright, trademark, patent, confidentiality, or any other proprietary notice or legend appearing on any of the content. Modification or use of this content except as expressly provided in these Terms violates IPK’s intellectual property rights and/or the intellectual property rights of IPK’s content provider(s). No intellectual property rights are transferred to You by access to this Site. This means that, without limitation, that You may not, among other prohibited uses, use any hosted content, domain names, e-mail addresses, data, trademarks, service marks, trade names, or works subject to copyright protection from, on or derived from the Site: (a) in or as any metatag or hidden text; (b) in or as part of any contextual marketing directory, index, or triggering term; (c) as content or advertising related to any other website including, but not limited to, aggregating websites, or comparative/informational websites; and/or (d) as a variable or data element in any algorithm that causes another Internet browser to appear on, over, or at the same time as the Site or controls the content of any other Internet browser window.

8. Third Party Content
The Site and content available through the Site may contain links to other websites, which are independent of IPK. IPK makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Your linking to any other website is at Your own risk. From time to time, IPK may display or otherwise make available promotions, advertisements and/or offers provided by third parties (“Third Party Promotions”). You understand and agree to hold IPK harmless and agree that IPK shall have no liability whatsoever for such Third Party Promotions. If You participate in, click on, or otherwise link to such Third Party Promotions You do so solely at Your own risk. Your sole remedy in connection with such Third Party Promotions will be with the third party. You must comply with any additional terms which apply to third-party content, software or other services. It is solely Your responsibility to ensure that Your use of any and all third party website or content is in compliance with any and all third party requirements.

9. Submissions and Testimonials
You acknowledge and agree that all submissions to IPK containing any content, remarks, graphics, comments, improvements, suggestions, ideas and other information (together, a “Submission”) will become and remain Our exclusive property, including any future rights associated with such Submissions, even if the provisions of these Terms are later modified or terminated. This means that You forever disclaim any proprietary rights in such Submissions, and You hereby grant to IPK the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all Submissions, and to incorporate any Submission in other works in any form, media, or technology now known or later developed. IPK will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future IPK operations.You acknowledge and agree that all testimonials submitted to Us will become and remain our exclusive property, even if the provisions of these Terms are later modified or terminated. This means that You irrevocably grant to IPK the unrestricted right (now and in the future, without notice, compensation or other obligation to You or any other person) to use Your statement, image, signature and/or likeness, as furnished by you in any Submission, as they may be used, in any medium, in connection with an advertisement or for any other publicity purpose. You further agree that IPK may use any percentage of Your testimonial, image, likeness and/or works, in any way that it sees fit, and may exclude Your name or use a fictional name therewith.

10. Virus Disclaimer
You understand that IPK cannot and does not represent or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and safeguards to satisfy Your particular requirements for the security and integrity of your hardware, software, firmware and related equipment and files, and for maintaining a means external to this Site for the reconstruction of any lost data. IPK does not assume any responsibility or risk for Your use of the Internet.

No content is necessarily complete and up-to-date and, accordingly, should not be used to replace any written reports, statements, or notices provided by IPK. Investors, borrowers, and other persons should use the content in the same manner as any other educational medium and should not rely on the content to the exclusion of their own professional judgment. Information obtained by using this Site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to Your goals.

You understand and acknowledge that IPK controls and operates the Site from within the United States of America. The Site provides information regarding services and products that are made available in the Continental United States only. We make no representation that the services or products about which information may be provided on the Site will be available (a) anywhere outside of the  Continental United States or (b) in every state within the United States. You acknowledge and agree that You are responsible for compliance with all federal, state and local laws applicable to Your access to and use of the Site.

11. Software Available on Web Site
Any software that is made available to download from this Web site is the copyrighted work of iProKitchens inc. and/or its suppliers. Your use of the software is governed by the terms of the End User License Agreement, if any, that accompanies or is included with the software. You may not install or use any software without first agreeing to the terms of such End User License Agreement. For any software not accompanied by an End User License Agreement, iProKitchens inc. hereby grants to you a personal, nontransferable, non-sub licensable license to use the software for viewing and other purposes within the scope of use of such software anticipated by iProKitchens inc. in accordance with these terms and conditions, and for no other purpose. Any such software is provided to you subject to the warranty and liability exclusions set forth in these terms and conditions.

12. Other Web Sites and Links:
To iProKitchens inc. is not responsible for the content of any site linked to or from this site. Your linking to any other site is entirely at your own risk. While iProKitchens inc. may provide links on this site to other sites, the inclusion of such links is for your convenience only and should not be interpreted as an endorsement of the owner/sponsor of the site or the content of the site. iProKitchens inc. disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites. This web site may contain links to other web sites. Please note that our Privacy Policy does not cover the privacy practices of those other web sites of our partners and affiliates, and we are not responsible for the privacy practices or the content of such web sites, partners, or affiliates. You should be careful to review any privacy policies of such web sites, partners, or affiliates.

13. Ownership of Materials on this site: Copyright
Materials displayed on this site are either the property of, or used with permission by, iProKitchens inc.. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission is provided elsewhere on this site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statues. Except for material in the public domain under United States copyright law, all material contained on the Web site (including all software, HTML code, Java applets, Active X controls and other code) is protected by United States and foreign copyright laws. Except as otherwise expressly provided in these terms and conditions, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained on the Web site without the prior consent of the copyright owner. None of the material contained on the iProKitchens inc. site may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of iProKitchens inc.. Violation of this provision may result in severe civil and criminal penalties. You may make single copies of materials displayed on the Web site for your own personal and noncommercial use only, provided any copies include the copyright and other notices displayed with the materials on the Web site. You may not distribute such copies to others, whether or not for a charge or other consideration, without prior written permission from iProKitchens inc. or the copyright owner of the copied material. Requests to reproduce materials on the Web site for distribution or other purposes should be mailed to: 123 East Main Street Suite 1417 Marlton, NJ 08053.

14. Use of Ideas
iProKitchens inc. does not wish to receive any product, marketing, advertising or other ideas that are not covered by issued United States patents. If you send any communications or materials to us by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, all such communications are, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by iProKitchens inc. or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, iProKitchens inc. and its affiliates are free to use, without any compensation to you, any ideas, concepts, know-how, or techniques contained in any communication you send to this site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and services using such information.

15. Accounts
Certain areas or features of the Site may be restricted to users who have obtained a user identification and password by completing a member registration process described on the Site (“Your Account”). To create Your Account, You must qualify and agree to the terms and conditions set forth below. Failure to qualify and continuously abide by any of the following terms and conditions constitutes a breach of this Agreement. Specifically, You agree and warrant that: You are of the age of legal consent for accessing the Site under the laws of any jurisdictions that apply to You. We expressly reserve the right (but do not have the obligation) to request proof of age, at any time; All information that You provide in Your registration form for the purposes of establishing Your Account is true and correct and You will promptly notify us of any changes to such information; You acknowledge that in establishing Your Account You have provided us with certain personal information about You. While we normally keep this information confidential, You agree that it may be necessary, from time to time, for Us to disclose certain personal information to third parties and You consent to all such disclosures. Please see our Privacy Policy for further information; Your Account is for Your sole use only and must not be used by any third party. You shall not allow any third party to use Your Account, password, Log-In or User ID to access or use the Site to arrange, enter, and/or participate in services, or for any other purposes. We take no responsibility for any third party access to Your Account; You have verified and determined that Your use of the Site Services does not violate any law or regulation in any jurisdiction that applies to You. It is Your sole responsibility to ensure that this is the case; Your use of the Site and Your Account is for Your use only and it will not be used by You for commercial purposes or in the course of conducting any trade or business; You possess the legal authority to enter into this Agreement including the authority to accept all of these Terms; You shall not infringe upon or violate IPK’s or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, confidentiality, trademarks, copyrights, rights of privacy or publicity or trade secrets; You will not use the Site or Services for fraudulent or otherwise illegal purposes; should You learn that any User is using the Site for fraudulent or otherwise illegal purposes, You will immediately notify Us in writing; You understand that We may monitor Your Internet access location, without creating an obligation to do so, and may use techniques which are intended to block or restrict access from a jurisdiction in which participation in the Site may be illegal or restricted; and You will not mask Your identity in any way, including without limitation, IP masking by accessing the Site over any type of Proxy Server, through IP masking software or the like. Your Account: You may only have one (1) account. You are prohibited from holding more than one account. Your single account must be registered under Your current full legal name, Your email address and Your current permanent residential address. Should You attempt to create more than one (1) account under Your current legal name or any other name or create an Account using a name other than Your current legal name, we will be entitled to immediately terminate Your Account under this Agreement. You must choose a user name (” Log-In”) and password during Account registration. You are solely responsible for all actions taken using Your Log-In and password. You must make every effort to keep Your Log-In and password safe and should not disclose it to anyone. You shall not permit, either directly or indirectly, any other person to use Your Log-In or password. We are not responsible for any losses or problems You suffer as a result of Your disclosure of Your Log-In or password information to anyone else. To access all or some of the services, You must have previously established a valid Account as provided herein. Further, You must meet all the conditions described throughout these Terms. You agree and understand that We collect data relating to Your Log-In, Your use of the Services, and Your other Account activity and that some of this information may be made public.

IPK reserves the right (but does not undertake the obligation) to conduct a review, at any time, to validate Your Account information, collected under this Agreement to ensure that Your participation in the Site does not breach this Agreement and/or any applicable law. You authorize Us and our agents to make any inquiries of You and for us to use and disclose to any third party we consider necessary to validate this information. To facilitate the foregoing validation, You agree to provide sufficient information or documentation as IPK, in its discretion, may request. If You do not provide such information within ten (10) days of our request, Your responses are incomplete or otherwise insufficient, or if IPK cannot verify the information applicable to Your Account submitted pursuant to this Agreement, Your Account may be terminated as set forth hereunder.

Term and Termination: You may terminate Your Account at any time by giving us thirty (30) days prior written notice to the e-mail address info@iProKitchens.com. We expressly reserve the right to terminate Your Account (including Your Log-In and password) for any reason, including without limitation, latency or a violation of any terms or conditions of this Agreement, or if You have breached any of the Terms, or Your use of the Services have been in any way improper or breach the spirit of this Agreement.

16. Others Use. You may not allow another to use your Membership, user name, password or the Site, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any material or information through, using or otherwise in connection with the Site, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another; or (c) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity or conduct. You are entirely liable for activities conducted by you or anyone else in connection with your Membership and use of the Service. You must keep your user name and password secret and not disclose it to others. You may not allow others to use the Site, your Membership, user name or password. If you do, you (i) assume all responsibility and liability associated with such use; and (ii) indemnify and hold us harmless for any such use. You also may not, nor allow another to use, your subscription, user name, password or the Site, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Site or any Material; (b) act in a way that affects or reflects negatively on use, the Site, or any other; (c) transmit or communicate any advertising, promotion or solicitation; (d) collect or attempt to collect any information of others, including passwords, account or other information.

17. Termination:
We or you can terminate your membership at any time on an immediate basis. Termination is your sole right and exclusive remedy if you are not satisfied with our Site. We can terminate this Agreement, restrict or terminate your access to and use of the Site immediately and without notice or liability, if you breach this Agreement in any way, or if we find on internal investigation that your qualifications are in question. Regardless of termination by either party of your membership, you agree to be held to, and bound by the terms of this agreement in perpetuity.

18. Purchases
Generally if You wish to purchase any products or services through the Site, We will ask that You supply billing and shipping information applicable to Your desired purchase. All information that You provide to us or our third party payment processor must be lawful, accurate, current and complete. You agree to pay all charges and applicable taxes that You incur at the prices in effect when You place Your order. Verification of Your billing or shipping information may be required prior to our acceptance of Your order. If you are a registered Member with IPK and you have been approved by IPK to purchase goods at trade-only prices, and you have attested in good faith to your purchase at wholesale for which you will collect sales tax, if due, from the final retail customer, please provide your State tax ID. You agree to indemnify IPK, should IPK be audited and you were found to have provided IPK with fraudulent information, and IPK would be able to recover any tax assessed by the State against IPK from you. Descriptions, images, specifications, pricing and availability of any products or services are subject to change without notice. We reserve the right, with or without prior notice, to limit the available quantity of or to discontinue any product or service. We also reserve the right to impose conditions on any coupon or promotional code and to refuse any order at Our sole discretion. You agree to accept delivery of materials when ready. All material should be checked for damage upon receipt.

19. Liability and Warranty.
Neither iProKitchens inc. nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this site, whether or not caused in whole or in part by our negligence or by contingencies beyond our control (such as computer viruses). We are not be liable for any loss or injury resulting directly or indirectly from our Site, Neither we, nor our suppliers or manufacturers, are responsible or liable, directly or indirectly, for any loss or damage caused by use of or reliance on or inability to use or access any of our Site, Material, content, information, goods or services. Neither IPK or affiliated companies, nor any other party involved in creating, producing, or delivering this Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, or inability to use or access, this site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. Without limiting the foregoing, all material on this site are provided to you ONLY with manufacturer supplied WARRANTIES. IPK does not warrant or offer any warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You agree to store all defective or damaged material up 60days from date of claim. IPK reserves the exclusive right to inspect and or demand the return of material claimed under the manufacturer’s warranty. Returns will be at the sole discretion of IPK and all expense’s for storage and or freight and shipping to return said material will be at the sole expense of the member. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

YOU, AND NOT IPK, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE OR ITS CONTENT. IPK MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IPK, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF IPK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF IPK AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO IPK FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

20. Digital Millennium Copyright Act and Intellectual Property Policy
IPK understands the value and importance of intellectual property rights and makes every effort to observe and respect the valid intellectual property rights of others. IPK does not review all of the material posted on or submitted through the Site and has no responsibility for any content that You may find or access when using IPK products or services, or the product or services provided on the Site. IPK takes all concerns related to intellectual property seriously and it is IPK’s policy, at its discretion and in appropriate circumstances, to cancel, disable or terminate any user’s account if such user infringes or appears to infringe the intellectual property rights of others.

Notice of Copyright Infringement
IPK is committed to protecting copyrights and expects You to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that any material used or displayed on the Site infringes Your copyright, You (or Your agent) may send us a notice requesting that the material be removed, or access to it blocked. If You believe that any material on the Site infringes a copyright, or any valid intellectual property right, please provide the following information to IPK’s DMCA Agent. A physical or electronic signature that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are intended to be covered by a single notification, a complete list of such works on the Site and details or descriptions as to their locations within the Site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please provide this information to IPK’s DMCA Agent, who can be reached as follows: By mail at: 123 East Main Street Suite 1417 Marlton, NJ 08053. By email at: info@www.example.dev. Due to IT concerns, attachments cannot be accepted on notices sent via e-mail. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.Counterstatement. If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov/) for details. DMCA notices and counter-notices should be sent to:

Notices. Except as otherwise set forth in this Agreement, any notice by one party hereto to the other will be in writing (which may include email) and either personally delivered, delivered by Internet email, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet email address or the mailing address specified in your account profile and to us at 123 East Main Street Suite 1417 Marlton, NJ 08053 Attn.: Customer Service, or any other address of which either party hereto may from time to time notify the other in accordance with this Section 21©. All notices will be in English. All paper notices will be deemed effective on the date of personal delivery, upon signed receipt from an overnight courier, or five days after deposit with the U.S. Postal Service, as applicable. All email notices will be deemed effective when sent by us to the email address specified in your account, whether actually received or not, and all notices on our website will be deemed effective upon posting on our website, whether or not reviewed by you

21. Indemnity
You agree to indemnify and hold IPK, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by You, including any use of content other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to pay any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information, content and services accessed from this Site.

22. Security
You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You are involved in any violation of system security, IPK reserves the right to release Your details to system administrators at other websites in order to assist them in resolving security incidents. IPK reserves the right to investigate suspected violations of these Terms.
Further, IPK reserves the right to report to and fully cooperate with any law enforcement authorities or court order requesting or directing IPK to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND AGREE TO HOLD IPK HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY IPK DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER IPK OR LAW ENFORCEMENT AUTHORITIES.

23. Miscellaneous
IPK generally begins processing Your order shortly after payments are cleared. If You submit an order, You agree to cooperate as needed and notify IPK of any changes in any information submitted in connection with Your order. IPK will make commercially reasonable efforts to avoid delays and ship Your order promptly, however, IPK is not responsible for delays outside of its control (e.g. credit card delays, shipping delays, acts of God, labor disputes, acts of government, natural disasters, or other matters beyond IPK’s reasonable control.). You acknowledge that you do not now have a kitchen showroom, nor any type of retail space where kitchen cabinets are displayed and sold, and further agree to inform IPK if, at any time you do own, open, or have a vested interest in any retail location that displays and sells kitchen cabinets. You agree to keep all pricing, specification, log-ins, passwords, Supplier names, and contacts, confidential. You agree, not to disclose any IPK information, sources, specifications, suppliers, clients, customers to anyone, at anytime. You agree, not to compete with, or have a vested interest or ownership in, any entity that competes with IPK within IPK’s delivery area for a term of 3 years. You agree to pay ALL charges that you incur to IPK, and personally guarantee all purchases you, or anyone you authorize to make for you. These Terms will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between You and Us that arises out of these Terms or pertains to the subject matter hereof. The parties to these Terms each agree that the exclusive venue for any dispute between the parties arising out of these Terms or pertaining to the subject matter of these Terms will be in the state and federal courts in Trenton, New Jersey. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this Site will govern the items to which they pertain. IPK may revise these Terms at any time by updating this posting.

24. (privacy policy) Information About You:
“Personal Information” means any information relating to your membership and use of the Site and which specifically identifies you or your account. We may store and use your personal information for our own internal purposes and we reserve the right to access, monitor and retrieve password-protected information for compliance with this Agreement. We will not disclose your personal information, except as described in this Agreement, nor will we disclose information to others that would connect your user name with your actual name unless we are compelled by law. We do not sell or rent our mailing lists, e-mail lists or membership lists. At our sole discretion, we still reserve the right to make exceptions, whenever we believe an emergency, illegal activity or some other reasonable basis exists for notifying or providing such information to the appropriate authorities. We sometimes aggregate information about our members and you agree we can make such statistical information available to others, as long as we don’t identify you. We may utilize business names of members (but not information by which you may be contacted (i.e. name, postal address, telephone number, fax number and e-mail address) in representative lists of our web site membership, but not for further use or dissemination by the recipient. For each visitor to the Web site, iProKitchens inc.’s servers automatically collect information about which pages are visited and the domain name of visitors. This information is used for internal review, to tailor information to individual visitors and for Web site traffic audits. We also provide this information (as well as information from third-party market researchers) about our users on an aggregated, anonymous basis to our advertisers. iProKitchens inc. may place a “cookie” on the browser of your computer. The cookie itself does not contain any personally identifying information. A cookie may be used to tell when your computer has contacted the Web site. iProKitchens inc. uses the information for editorial purposes and for other purposes such as delivery of features and advertisements, so iProKitchens inc. can customize delivery of information to you without compromising privacy. iProKitchens inc. may, in the course of providing services through its Web sites, ask you to disclose voluntarily certain information about yourself. This could include information that identifies you or your household. Any information in iProKitchens inc.’s possession solely as a result of your use of the Web site and that is associated with you or your household is considered “Personal Information.” It consists of both information supplied by you (e.g. name, address, telephone number and e-mail address) and information collected about how you use the Web site (e.g. the fact that you have bought merchandise through the Web site). ‘Personal Information’ does not include statistical data about large numbers of users, none of whom are identifiable, nor does it include information that you have posted for public view on the Web site or otherwise publicly disclosed. Like many other commercial sites, our site may utilize an electronic file called a Web beacon to count users who have visited a page or recognize users by accessing certain cookies. Our site and/or the Web sites of advertisers and merchants with which we have a relationship may use Web beacons (a) for auditing purposes and to collect information from the Web sites of certain advertisers or merchants; (b) to report anonymous individual and/or aggregate information about our users from such advertisers or merchants. Aggregate information may include demographic and usage information. No personally identifiable information about you is shared with such advertisers or merchants. You may choose to opt-out by contacting us in accordance with the information set forth at the bottom of this policy.

iProKitchens inc. uses Personal Information only for purposes necessary to provide the Web site and other products and services to you. These purposes are:

  • to process requests or orders placed with advertisers or merchants
  • to perform such normal business operations as billing, collecting and accounting
  • to personalize and publicize the Web site based on your interests, including making you aware of editorial features, advertisements and commercial items
  • to investigate complaints and to protect the Web site and iProKitchens inc., its members and employees as provided by law or in case of emergency, as determined by legal counsel for iProKitchens inc. to respond to subpoenas, court orders, or legal process, or to establish or exercise iProKitchens inc.’s legal rights or defend against legal claims.

Except as necessary to process your requests or orders placed with advertisers or merchants featured on the Web site, iProKitchens inc. does not rent, sell, barter or give away any lists containing Personal Information for use by any outside company. iProKitchens inc. also respects the privacy of data on your personal computer and does not access, read, upload or store data contained in or derived from your private files without your authorization.

25. Governing Law, Interpretation and Jurisdiction:
The validity, construction and interpretation of this Member Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of New Jersey. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court in the State of New Jersey. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court in the State of New Jersey over any proceeding related to this Member Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.

26. GENERAL PROVISIONS GOVERNING ALL DISPUTES Section 1:

Prior Dispute Resolution Agreements Superseded. This Dispute Resolution Provision shall supersede and replace any prior “Jury Waiver,” “Judicial Reference,” “Class Action Waiver,” “Arbitration,” “Dispute Resolution,” or similar alternative dispute agreement or provision between or among the parties.

“Dispute” Defined. As used herein, the word “Dispute” includes, without limitation, any claim by either party against the other party related to this Agreement, or your membership. In addition, “Dispute” also includes any claim by either party against the other party regarding any other agreement or business relationship between any of them, whether or not related to the membership or other subject matter of this Agreement. “Dispute” includes, but is not limited to, matters arising from or relating to application for Membership, Membership, Website, Services, Products, an application for or denial of credit, use of credit, warranties and representations made by a party, the adequacy of a party’s disclosures, enforcement of any and all of the obligations a party hereto may have to another party, interpretation and application of this Dispute Resolution Provision and Arbitration Agreement, compliance with applicable laws and/or regulations, performance or services provided under any agreement by a party, including without limitation disputes based on or arising from any alleged tort or matters involving the employees, officers, agents, affiliates, or assigns of a party hereto.

If a third party is a party to a Dispute (such as a vender, shipper, service company, financial institution, credit reporting agency), each party hereto agrees to consent to including that third party in any arbitration or judicial reference proceeding for resolving the Dispute with that third party.

Jury Waiver. Each party waives its, his or her respective rights to a trial before a jury in connection with any Dispute. All Disputes shall be decided by a judge sitting without a jury, unless submitted to binding arbitration pursuant to Section 2 or judicial reference pursuant to Section 3.

In any lawsuit regarding a Dispute (a “Lawsuit”), following the service of a complaint, third-party complaint, cross-claim or counterclaim or any answer thereto, any amendment to any of the above, or a ruling or entry of an order that has the effect of invalidating jury trial waiver (any of the foregoing, an “ADR Event”), then at any time prior to trial of the Dispute, but not later than 30 days after the ADR Event, any party shall be entitled to move the court for an order, as applicable: (A) compelling arbitration and staying or dismissing the Lawsuit pending arbitration (“Arbitration Order”) under Section 2 hereof, or (B) staying the Lawsuit and compelling judicial reference under Section 3 hereof. Each party agrees that a party that commenced or participated in the Lawsuit may demand arbitration of a Dispute after an ADR Event, and that the commencement or participation in the Lawsuit shall not operate as a waiver of the right to compel arbitration. After entry of an Arbitration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing not to commence arbitration.

Class Action Waiver. If permitted by applicable law, each party waives the right to litigate any Dispute as a class action (either as a member of a class or as a representative) or to act as a private attorney general. The waiver in this paragraph applies whether the proceeding is in a court, in an arbitration, or in a judicial reference proceeding.

Survival: This Dispute Resolution Provision shall survive any termination, amendment, or expiration of this Agreement, or any other relationship between the parties.

SECTION 2: AGREEMENT TO SUBMIT TO BINDING ARBITRATION (EXCEPT CALIFORNIA).

This Section 2 is an agreement to submit to binding arbitration of any Dispute between the parties. This Section 2 shall not, however, apply to any Dispute pending in a state or federal court located in the State of California, except to the extent such Dispute may also be pending in a state or federal court located outside of California.

Each party agrees that it, he or she shall have the right, but no obligation, to require any Dispute between the parties be resolved by arbitration. An arbitrator shall have no authority to determine matters (i) regarding the validity, enforceability, meaning, or scope of this Dispute Resolution Provision, or (ii) class action claims brought by either party as a class representative on behalf of others and claims by a class representative on either party’s behalf as a class member, which matters may be determined only by a court without a jury. BY AGREEING TO RESOLVE FUTURE DISPUTES IN ARBITRATION, THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT.

Arbitration under this provision shall be conducted before a single arbitrator through either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS), as selected by the initiating party, in accordance with the rules of AAA or JAMS (the “Administrator”). However, if the parties agree, a licensed attorney may be selected by the parties to conduct the arbitration without an Administrator. If AAA and JAMS both decline to administer arbitration of the Dispute, and if the parties are unable to mutually agree upon a licensed attorney to act as arbitrator without an Administrator, then either party may file a Lawsuit and move for an Arbitration Order. The arbitrator, howsoever appointed, shall have expertise in the subject matter of the Dispute. Venue for the arbitration proceeding shall be as stated elsewhere in this Agreement with respect to any judicial proceedings between the parties. Absent such a provision, the arbitration shall be conducted at a location determined by mutual agreement of the parties or by the Administrator if no agreement can be reached.

In any arbitration commenced by a consumer regarding a consumer Dispute, IPK shall pay one half of the Administrator’s initial filing fee, up to $500. If IPK commences arbitration or is the moving party obtaining an Arbitration Order, IPK shall pay all Administrator and arbitrator fees, regardless of whether or not the consumer is the prevailing party in such arbitration, unless such Dispute involves a claim for damages by a consumer and is found by the arbitrator to be frivolous. For this paragraph, “consumer Dispute” shall mean a Dispute involving credit or services provided by IPK, primarily for personal, family or household purposes, in which the claim for damages is less than $75,000.

The Administrator and the arbitrator shall have the authority, to the extent practicable, to take any reasonable action to require the arbitration proceeding to be completed within 180 days of commencing the arbitration. The arbitrator: (i) will render a decision and any award applying applicable law; (ii) will hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (iii) will give effect to any statutory or contractual limitations period (e.g., any statute of limitations) in determining any Dispute or defense; (iv) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator, including, without limitation, the sanction of entering a final award against the party that fails to comply; (v) shall have authority to award costs and fees (including attorneys’ fees and costs, arbitration administration fees and costs, and arbitrator(s)’ fees) to the extent permitted by law; (vi) shall recognize and honor claims of privilege recognized at law; and (vii) with regard to motions and the arbitration hearing, shall apply the Federal Rules of Evidence. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder.

Commencement of an arbitration by any party shall not prevent any party from at any time (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, temporary restraining orders, property preservation orders, foreclosure, sequestration, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver; or (ii) availing itself of any self-help remedies such as setoff and repossession rights or non-judicial foreclosure of collateral. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration.

Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds $200,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if the award (including Administrator, arbitrator, and attorney’s fees and costs) exceeds $200,000, the arbitrator will issue a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute. A request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration award shall become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator; if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.

To request information on how to submit an arbitration claim, or to request a copy of an Administrator’s rules or fee schedule, please contact the Administrators as follows: AAA: 335 Madison Avenue, Floor 10, New York, NY 10017, Phone: (800) 778-7879, Website: www.adr.org.  JAMS: 1920 Main St., Suite 300, Irvine, CA 92614, Phone: (949) 224-1810, Website: www.jamsadr.com.

Arbitration under this provision shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. If the terms of this Section 2 vary from the Administrator’s rules, this Section 2 shall control.

SECTION 3: JUDICIAL REFERENCE (CALIFORNIA ONLY).

If a Dispute between the parties hereto is filed in a state or federal court located in the State of California, each party shall have the right, but not the obligation, to require that it be resolved by judicial reference in accordance with California Code of Civil Procedure, Sections 638, et seq.. BY AGREEING TO RESOLVE DISPUTES BY JUDICIAL REFERENCE, EACH PARTY IS GIVING UP ANY RIGHT THAT PARTY MAY HAVE TO A JURY TRIAL. The referee shall be a retired judge, agreed upon by the parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that panel. If AAA and JAMS are unavailable to provide this service, the court may select a referee by such other procedures as are used by that court. The referee shall be appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding, whether of fact or of law, and to report a statement of decision. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning, or scope of this Section, and class action claims brought by either party as a class representative on behalf of others and claims by a class representative on either party’s behalf as a class member. The parties agree that time is of the essence in conducting the judicial reference proceeding set forth herein. Except as otherwise provided in this paragraph, the costs of the judicial reference proceeding, including the fee for the court reporter, shall be borne equally by the parties as the costs are incurred, unless otherwise awarded by the referee. If IPK commences a judicial reference proceeding regarding a consumer Dispute, IPK shall pay all referee fees, regardless of whether or not the consumer is the prevailing party in such proceeding, unless such Dispute involves a claim for damages by a consumer and is found by the referee to be frivolous. For purposes of this paragraph, “consumer Dispute” shall mean a Dispute involving credit or services provided by IPK, primarily for personal, family or household purposes, in which the claim for damages is less than $75,000. The referee shall hear all pre-trial and post-trial matters (including without limitation requests for equitable relief), prepare a statement of decision with written findings of fact and conclusions of law and apportion costs as appropriate. The referee shall be empowered to enter equitable relief as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that are binding on the parties and rule on any motion that would be authorized in a trial, including without limitation motions for summary adjudication. Judgment upon the award shall be entered in the court in which such proceeding was commenced and all parties shall have full rights of appeal. This provision will not be deemed to limit or constrain IPK’s right of offset, to obtain provisional or ancillary remedies, to interplead funds in the event of a dispute, to exercise any security interest or lien IPK may hold in property, or to comply with legal process involving accounts or other property held by IPK.

Nothing herein shall preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum.

This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall the provisions in this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or any Related Document.

SECTION 4: RELIANCE.

Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce a jury waiver, class action waiver, arbitration provision or judicial reference provision in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, material reliance upon the mutual waivers, agreements, and certifications in the four Sections of this DISPUTE RESOLUTION PROVISION.

Governing Law and Jurisdiction. You, and IPK acknowledge and agree this Agreement is made and performable in Burlington County, New Jersey, and shall be governed by and construed in accordance with the laws of the State of New Jersey, any law, treaties, conventions, and conflicts of laws or choice of law principles and practices to the contrary notwithstanding. This choice of law provision may not be modified or set aside except by written agreement of the Parties, which may be withheld by either Party in its sole discretion.

Age Limitation. IPK does not seek information from anyone under 18 years of age. No one under 18 years of age is authorized to become a Member. No one under 18 years of age is authorized to obtain any goods or services from IPK.

Miscellaneous. This is the whole and complete Membership Agreement (Agreement) and it may not be modified or amended except as provided by the terms and conditions herein. The Agreement supersedes any discussions, understandings and prior agreements. In making this Agreement and seeking membership in IPK, Member has not relied upon any oral representations or any additional representations other than the contents of this Agreement. The headings in this Agreement are for purpose of convenience only. Interpretation of this Agreement shall not favor one party or another by virtue of drafting or authorship. Failure or a choice not to enforce any right or privilege provided by this Agreement against You, shall not be deemed or considered or operate as a waiver of the right to enforce any right or privilege provided by this Agreement at any time in the future. This Agreement is not assignable or transferrable by You. In the event that any portion of this Agreement is held unenforceable, invalid or contrary to law, the reminder of the Agreement shall remain in effect, and, to the fullest extent possible, the offending provision shall be reformed to state and uphold the intentions of the parties.
The Federal E-Sign Act (HR-1714) on Final Digital Signature provides that electronic signatures on documents hold equivalent legal status as traditional handwritten signatures. By completing the online application, I certify that My digital signature is the equivalent of My handwritten signature. Also, I declare that I have read and understand all of the Terms and Conditions of this Agreement and I agree to and do sign each section of these Terms and Conditions of this Agreement with My digital signature.

27. Relief
You acknowledge and accept that any breach of the Member Agreement or our terms and conditions is likely to irreparably harm Us and will not be susceptible of cure by monetary damages. Consequently, if you breach any provisions the Member Agreement or our terms and conditions, then we will be entitled to obtain injunctive or other equitable relief in addition to any remedies it may have at law.

28. Assignment
You shall not assign this Member Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of IPK. Any such purported assignment or delegation by you without the appropriate prior written consent of IPK will be null and void and of no force or effect, unless otherwise expressly consented to by IPK at its sole and absolute discretion. IPK may assign this Agreement or any rights hereunder without your consent

29. No Waiver; Severability
IPK’s failure to act with respect to a breach by you or others does not waive IPK’s right to act with respect to subsequent or similar breaches. The failure of IPK to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. If any provision of this Member Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions. This Member Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey.

30. Indemnification
You agree to defend, indemnify and hold IPK, our employees, agents, officers, directors, licensors, agents, affiliated companies, contractors, suppliers and other representatives harmless from and against any and all liabilities, damages, costs and expenses, claims, actions or demands, liabilities and settlements, including, without limitation, all legal and accounting fees, resulting from, or alleged to result from, your use of the Site, or any content, product or service offered through the Site, in a manner that violates or is alleged to violate this Member Agreement or our terms and conditions. IPK shall provide notice to you of any such claim, suit or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

31. Designs
By requesting a Design from IPK you agree to the following terms and conditions.
Completion time, as outlined in the design section, is calculated from the time we receive the completed measurement form. Inaccurate or incomplete information will result in longer completion times. The completed Design will be sent to you by email to the email address provided. Designs are based on information which is provided to us. Therefore, IPK accepts no responsibility for inaccuracies which are the direct or indirect result of information provided to us. It is you responsibility to double check all measurements, review design, confirm that the design will work, confirm that no unknown or hidden issues will hamper the execution of the design, and ensure all information is accurate and detailed. IPK accepts no responsibility regarding suggested structural changes, including but not limited to removing or opening existing walls, and changes to doorways and / or windows.  You should check with an engineer to determine if the desired changes comply with local building codes and to determine the scope of work required to achieve those changes. Changes to the appliances specified after the Design is completed may result in the appliances not fitting. IPK accepts no responsibility for changes to the appliance specifications after the Design is completed.  If specific appliances are not specified, general allowances will be used in the Design and it is your responsibility to confirm capability once the appliances are chosen. You acknowledge that all drawings are to be used as a guide only. You acknowledge and agree that YOU are responsible for checking the accuracy, and practicality of all designs. That IPK will not, and is not responsible for the designs, layouts, or materials lists that we provide. Any missing or additional parts or materials that you may need or request are chargeable, and you agree to pay for them.

32. Entire Agreement
This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including without limitation, earlier versions of this Agreement that may have been accepted by you through the IPK website or otherwise). We reserve the right to modify this Agreement at any time in accordance with Section 17 of this Agreement. You acknowledge that the most recent version of this Agreement will be located on the IPK website under Member Agreement.

Effective Date 09/12/12

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