Terms of Use

Section 1 – Introduction

This website is operated by Sardel Inc., a Delaware corporation, (“Sardel”, “Company”, “we”, “us”). The following terms and conditions, including any documents expressly incorporated by reference, including, without limitation, our Privacy Policy available at www.sardelkitchen.com/pages/privacy-policy (“Privacy Policy”) and our Limited Product Warranty available at www.sardelkitchen.com/pages/limited-warranty (“Limited Product Warranty”) (collectively, the “Terms of Use”), govern your (“you”, “your”, “user”) access to and use of the website located at <sardelkitchen.com>, including any content, functionality, services offered on or through the website (the “Services”) located at <sardelkitchen.com> (the “Site”). These Terms of Use also govern your purchase of any goods, products, or services offered or sold on or through the Site (the “Products”). These Terms of Use set forth the legally binding terms and conditions for your use of the Site and the Services, and your purchase of the Products.

Our store is hosted on Shopify, Inc., which provides us with the online e-commerce platform that allows us to sell our Products and offer our Services to you.

Section 2 – Acceptance of the Terms of Use

Please read the Terms of Use carefully before you use the Site or the Services, or before making any purchase of the Products on or through the Site. By using the Site or Services in any manner, including but not limited to visiting or browsing the Site, or purchasing Products from us, you accept, and agree to be bound and abide by these Terms of Use, our Privacy Policy, and Limited Product Warranty, as well as all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Services.

These Terms of Use require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. If you do not want to agree to these Terms of Use, the Privacy Policy, or any other operating rules, policies and procedures that may be published from time to time on the Site by us, you must not access or use the Site, purchase any Product on our through the Site, and/or register for an account on the Site.

Additional terms and conditions may apply to specific portions of the Services or products or services we offer. You agree to abide by such other terms and conditions, including the Text Messages Terms & Conditions (included below), which terms are made part of these Terms of Use by reference.

Section 3 - Eligibility

This Site is offered and available to users who are 18 years of age or older. By visiting or using this Site, or by purchasing Products on or through the Site, you represent and warrant that you are of legal age to and have the requisite capacity and authority to form a binding contract with Sardel. If you do not meet these requirements, you must not access or use the Site, purchase any Products offered on or through the Site, or register for an account on the Site.

These Terms of Use apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms of Use will result in an immediate termination of your use of the Services.

Section 4 – General Conditions

We reserve the right to refuse Services to anyone for any reason at any time.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site or our Services, use of the Services, or access to the Services or any contact on the Site through which the Services are provided, without express written permission by us.

The headings used in this Terms of Use are included for convenience only and will not limit or otherwise affect the Terms of Use.

Section 5 – Changes to the Terms of Use

You can review the most current version of the Terms of Use at any time at this page.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter, including, without limitation, the purchase of Products on or through the Site.

Your continued use of the Site or purchase of any Products following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Site or purchase Products so you are aware of any changes, as they are binding on you.

Section 6 – Modifications to the Services, Prices, or Site

Prices for our Products are subject to change without notice. We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Services.

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to certain individuals or users.

Section 7 – Accounts

You may be asked to provide certain registration details or other information to access the Site or use certain of the Services. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

To the extent you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), or any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Section 8 – Intellectual Property Rights

The Site and its entire contents, features, and functionality are owned by Sardel or other providers of such material and are protected by United States intellectual property laws. These Terms of Use permit you to use the Site for your personal, non-commercial use only.

Section 9 – Reliance on Information; Accuracy, Completeness, and Timeliness

We are not responsible if information made available on this Site is not accurate, complete or current. We do not warrant the accuracy, completeness, or usefulness of this information.

The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site may contain certain historical information, which, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

Section 10 – Products or Services

We may have limited quantities of the Products offered and/or sold on our Site. The Products are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our Products that appear on the Site. We cannot guarantee that your computer monitor’s or device’s display of any color or image will be accurate.

We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or Product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any Product at any time. Any offer for any Product or Service made on this site is void where prohibited.

We do not warrant that the quality of any Products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

You may only purchase Products for your personal, residential use. The Products are not for commercial or industrial use, including, without limitation, purchases of Products for business, restaurant, commercial kitchen, institutional, or other similar uses or purposes.

Section 11 – Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Section 11 – Third Party Links

The Site may include materials from third parties. This includes links contained in advertisements, including banner advertisements and sponsored links. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction.

Section 12 – User-Generated Content

To the extent you post, submit, publish, display, or transmit to other users or person certain specific content or information, including creative ideas, suggestions, comments, proposals, plans, or other materials, whether online through the Site or otherwise, including on or through social media accounts associated with either you or Sardel, including without limitation our Facebook and Instagram accounts (“Social Media Accounts”) (collectively, “User-Generated Content”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any User-Generated Content that you forward to us. We are and shall be under no obligation (1) to maintain any User-Generated Content in confidence; (2) to pay compensation for any User-Generated Content; or (3) to respond to any User-Generated Content.

Any User-Generated Content you post to either the Site or to any Social Media Accounts will be considered non-confidential and non-proprietary. By providing any User-Generated Content on the Site or through the Social Media Accounts, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

You agree that your User-Generated Content will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your User-Generated Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any User-Generated Content. You understand and agree that you are responsible for any User-Generated Content you submit or contribute, and you, not Sardel, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User-Generated Content posted by you or any other user of the Site or Social Media Accounts.

Section 13 – Enforcement

We have the right, but not the obligations, to: (a) remove or refuse to post any User-Generated Content for any or no reason in our sole discretion; (b) take any action with respect to any User-Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User-Generated Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site, the Social Media Accounts, or the public or could create liability for or diminish the reputation of Sardel; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site or the Social Media Accounts; and (e) terminate or suspend your access to all or part of the Site or Social Media Accounts for any or no reason, including without limitation, any violation of these Terms of Use.

Section 14 – Personal Information

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Section 15 – Errors, Inaccuracies, or Omissions

To the extent there is any information on the Site or in the Services that contain typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability, we reserve the right to correct any errors inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend, or clarify information in the Service or on the Site, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Section 16 – Online Purchases

You agree that your order is an offer to buy, under these Terms of Use, all Products listed in your order. All orders must be accepted by us or we will not be obligated to sell Products. We may choose not to accept any orders in our sole discretion.

The price for Products available for purchase on the Site do not include taxes or any other applicable fees, including, without limitation, any shipping, handling, or insurance. Any applicable taxes or fees will be communicated to you before you place an order. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Title and risk of loss pass to you upon delivery of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. You are responsible for filing any claims with carriers for damaged or lost shipments.

Section 17 – Limited Product Warranty

Products purchased on our Site are covered by the Limited Product Warranty. The Limited Product Warranty is incorporated by reference into these Terms of Use. To the extent there is a conflict between the terms of the Limited Product Warranty and these Terms of Use, the terms of the Limited Product Warranty shall govern.

Section 18 – Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

You also agree not to use the Site or Services to: (a) impersonate or attempt to impersonate Sardel, a Sardel employee, another user or any other person or entity (including, without limitation, by using e-mail addresses, screen names, and/or social media handles or similar names associated with any of the foregoing); (b) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us in our sole discretion, may harm Sardel or users of the Site or expose them to liability; (c) otherwise attempt to interfere with the proper working of the Website.

We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Section 19 – Geographic Limitations

The owner of the Site is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site by certain persons or in certain countries may not be legal. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Section 20 – Disclaimer of Warranties

You understand that we do not guarantee, represent, or warrant that your use of our Services will be uninterrupted, timely, secure, or error-free. You understand that we cannot and do not guarantee, represent, or warrant that files available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a virus or other technologically harmful materials that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any Services or Products obtained through the website or to your downloading of any material posted on the Site, or any website linked to it.

You understand that we do not warrant that the results that may be obtained from the use of the Services or our Product will be accurate or reliable. You agree that from time to time we may remove the Services for indefinite periods of time or cancel the service at any time, without notice to you.

EXCEPT FOR THE LIMITED PRODUCT WARRANTY, YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SARDEL NOR ANY PERSON ASSOCIATED WITH SARDEL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR PRODUCTS. WITHOUT LIMITING THE FOREGOING, NEITHER SARDEL NOR ANYONE ASSOCIATED WITH SARDEL REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

EXCEPT FOR THE LIMITED PRODUCT WARRANTY, SARDEL HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Section 21 – Limitation of Liability

IN NO EVENT SHALL SARDEL OR ITS Directors OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS, BE LIABLE TO ANY USER OF THE SITE, the Services, or the Products, OR to ANY OTHER PERSON OR ENTITY, FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, (INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES) UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, OR INABILITY TO USE, OUR SERVICES OR THE SITE, any Services or Products obtained through the Site, OR any websites linked to the SITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SARDEL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Section 22 – Indemnification

You agree to indemnify, defend and hold harmless Sardel and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Use or the documents incorporated by reference, or your violation of any law or the rights of a third party.

Section 23 – Arbitration; Class Action Waiver; Limitation of Time to File Claims

Binding Arbitration. You agree that all claims and disputes among the parties arising out of or relating to these Terms of Use (including the Privacy Policy and the Limited Product Warranty), the Site, or the Products and Services you purchase on or through it (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state, or municipal law of arbitration. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction. For any Dispute, the place of arbitration shall be New York, New York.

Waiver of Class or Consolidated Actions. ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR USER. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND SARDEL AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND SARDEL, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE COURTS LOCATED IN NEW YORK, NEW YORK, OR, IF BROUGHT IN A FEDERAL DISTRICT COURT, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.

WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION BE STRICKEN FROM THESE TERMS OF USE OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THIS AGREEMENT AND INAPPLICABLE, AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE COURTS LOCATED IN NEW YORK, OR, IF BROUGHT IN A FEDERAL DISTRICT COURT, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTIRCT OF NEW YORK AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.

Any rights and limitations set forth in this Section of the Terms of Use may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Section of the Terms of Use.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Section 24 – Severability

In the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

Section 25 – Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Section 26 – Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on this Site or in respect to our Services constitutes the entire agreement and understanding between you and us and govern your use of our services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).

Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

Section 27 – Governing Law

These Terms of Use and any separate agreements whereby we provide you Services is governed by and construed in accordance with the laws of New York.

Section 28 – Contact

Questions about the Terms of Use should be sent to us at hi@sardelkitchen.com.

 

TEXT MESSAGES TERMS & CONDITIONS

You may elect to receive certain messages from Sardel at your mobile phone number, including messages to: (1) provide you with information you requested from Sardel; (2) inform you of Sardel products, services, marketing, or promotional offers that may be of interest to you; (3) to respond to your inquiries regarding your account or purchases from Sardel; and/or (4) provide you with the ability to reorder, receive new product recommendations, and status updates regarding your orders. If you provide us with your mobile phone number, you must have a text messaging-enabled mobile device with a text messaging plan in order to receive text messages from us. This service is without charge from Sardel but charges from your carrier for text, data or other usage may apply and you are responsible for all such charges. If you enroll to receive texts from us, you acknowledge and agree to be bound by the following terms:

You represent and warrant to us that: (i) you are the owner of the mobile phone number you designate in Sardel’s system to receive communications from Sardel via Short Message Service or text (“Texts”), and (ii) you are solely responsible for any mobile message or data charges that may be incurred by communicating with us via Texts. You may register to receive Texts by entering and submitting your phone number in the provided submission form available on our website. By entering your phone number and/or by confirming your desire to receive Texts from us, you consent to these terms and to receive text message communications from Sardel as described herein. A text message will be delivered to the mobile number you provided confirming your enrollment once you have submitted your phone number. You are responsible for managing the types of texts (whether SMS or MMS) you receive.

By subscribing to receive Texts, you expressly consent and agree to accept and receive information regarding products you order. With your consent, we may also use automated or non-automated technology to send you additional promotional communications via text message to the cellular/mobile telephone number that you provide to us. You understand that you are not required to receive promotional text messages as a condition of purchasing goods or services from Sardel. The information in any message may be subject to certain time lags and/or delays.

We may send you an initial message confirming that we have received your opt-in. After that, the number of Texts you receive will vary depending upon how you use our Service and whether you take steps to generate additional Texts from us (such as by sending a HELP request).

To view and retain a copy of this disclosure or any information regarding your election to receive Texts, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at hi@sardelkitchen.com with contact information and the address for delivery.

In order to cease receiving Texts, you may unsubscribe by replying STOP to any text message you receive or contacting Sardel by email at hi@sardelkitchen.com. You consent that following such a request to unsubscribe, you may receive one (1) final message from Sardel confirming that you have been inactivated in our system. Please allow up to ten (10) days to process your request.

By subscribing to receive Texts, you approve any message, voice and data charges from your mobile carrier. Check your carrier’s plan for details. You acknowledge and agree that you are solely responsible and liable for obtaining, maintaining, and paying all charges related to your mobile device(s).

Sardel is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise.

You acknowledge and agree that the Texts may be provided in some cases through automatic telephone dialing technology, an artificial voice or a pre-recorded voice. By subscribing to receive Texts, you expressly consent to receive the Texts through automatic dialing technology, artificial and pre-recorded voice to the telephone or cell phone number you have provided to us.

Sardel reserves the right, in its sole discretion, to cancel or suspend any or all of the Texts, in whole or in part, for any reason, with or without notice to you.