IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PLACE AN ORDER. This Agreement is a binding agreement between you and Amkiri USA Inc., a Delaware corporation located at 521 West 57th Street, 9th Floor, New York, NY 10019 (“Amkiri“, “we“, “us“, and “our“). However:
Amkiri reserves the right to modify this Agreement at any time by posting the modified Agreement at www.amkiri.com/terms-and-conditions. Such modifications will be effective ten (10) days after such posting (unless we specify a later effective date). In such cases, we will also update the “Version” and “Last Updated” details set forth at the beginning of this Agreement. Because you will need to agree to these terms and conditions each time you place an Order, please check the above webpage regularly for any modifications. right For customer support, please contact: firstname.lastname@example.org. ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT – SEE SECTION 11 (MANDATORY ARBITRATION) AND ITS RELATED SCHEDULE A. PLEASE READ THAT SCHEDULE CAREFULLY, SINCE IT MAY REQUIRE YOU AND AMKIRI TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.
- ORDERS Your Order is hereby incorporated into, and made a part of, this Agreement by reference. Your Order is only an offer, and is subject to our acceptance of it (“Acceptance“). Acceptance only occurs at such time that we have done both of the following:
- PRODUCT LISTINGS We attempt to be as accurate as possible and have made significant efforts to accurately display the colors of our Products that appear. However, we do not guarantee that Product descriptions, sizes, colors, styles or other Product-related Content is accurate, complete, reliable, current, or error-free.
- PRICING AND PAYMENT
- Pricing. The price you pay for the Product is the price displayed on the checkout page when you place your Order, and no other prices are applicable. Notwithstanding the preceding sentence, while we try and ensure that all prices on the Website are accurate, errors may occur (including, but not limited to, mispricing in our catalog). If we discover an error in the price of Products you have placed an Order for, we will inform you of this as soon as possible and give you the option of reconfirming your Order at the correct price or cancelling it. If we are unable to contact you, we will treat the Order as cancelled. If you cancel the Order in such cases, and you have already paid for the Product, you will receive a refund or credit in the amount of the price you paid.
- AMKIRI reserves the right to change or terminate promotions, or coupons at any time. Coupons may be revoked for fraudulent behavior and can not be used on sale items.
- Singles Day- Valid on 11/11 Only.
- Black Friday- Valid between November 28 – 30, 2019.
- Cyber Week- Valid between December 1-7, 2019.
- Christmas- Valid between December 14-25, 2019.
- Currency. The base currency currently used on the Website is U.S. Dollars. Pricing may be offered in other currencies, and in such cases the pricing is calculated according to the rate of exchange between the base currency and the currency that you select when placing your Order. We reserve the right to update such exchange rates regularly, in our sole discretion, and you acknowledge that such updates may affect Product pricing. You will be charged according to the applicable exchange rate at the time you place your Order.
- Payment Method. You may pay by debit card, credit card or another alternative payment method offered as part of the checkout process. The availability of a certain payment method may depend on your geographical location. (If we change or supplement existing payment method options, this will not affect any existing Order.) Amkiri will charge you through the payment method you have selected for your Order, and you authorize Amkiri to do so immediately following placement of your Order. Accordingly, you must provide valid and current billing information for yourself (and, if applicable, for other persons, but only if you have first obtained their express consent to do so). In processing payment, we may use tools, software and services of payment processors to process transactions, and if your payment is not received by us for any reason from your payment method provider/issuer, you agree to promptly pay all amounts due upon request and use the method that we reasonably prescribe.
You hereby represent and warrant that you are the person in whose name the payment method was issued or registered, and you are authorized to place the Order with such payment method and disclose all related billing information.
- Verification. When deciding whether to accept your Order we may use certain information about you, including information provided to us by our third party identity verification and fraud alert partners. For example, we may pass on your details for them to check against certain public and private databases and to provide an assessment to us. This will help to protect you and us from fraudulent activities.
- Taxes. Except for taxes based on Amkiri’s net income, you are responsible for any and all taxes, duties, and other governmental charges relating to your Order, which may include, but will not be limited to, VAT, GST, or any other any sales, use, or consumption tax. For certain shipping destination countries and/or certain Products, you may be offered the option to pre-pay applicable taxes, which will then be calculated and included in the final price when you place the Order.
We may, without liability, reject your Order at any time and for any reason prior to Acceptance (for example, if we are unable to process or fulfill the Order due to unavailability of the Product), and in such cases we will cancel your payment, or, if your payment has already been received we will issue you a refund or credit for the paid amount. FOLLOWING ACCEPTANCE, AN ORDER IS FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURN POLICY AVAILABLE AT http://www.amkiri.com/faq (the “Return Policy“), which is hereby incorporated into, and made a part of, this Agreement by reference. Please note, however, that the Return Policy does not (and is not intended to) reduce or abridge your legal rights. Prior to Acceptance, an automatic e-mail acknowledgement of your Order may be generated (but such acknowledgement does not constitute Acceptance or confirmation of your Order).
First, a quick reminder that your Order may actually be placed with an Amkiri Affiliate or with one of our fulfillment partners, and so references in this Section to “Amkiri”, “us”, “we”, and “our” should be understood accordingly.
- SHIPPING AND DELIVERY Delivery charges and timeframes vary depending on the type of Product ordered, the service you select, and the delivery address. Full details of our shipping and delivery policies can be found at http://www.amkiri.com/faq (“Shipping and Delivery Policy“), which is hereby incorporated into, and made a part of, this Agreement by reference. In all cases, however, delivery timeframes are just estimates (and should not be relied upon as guaranteed delivery times). You will be responsible for ensuring that the Product under your Order complies with applicable import Laws and for paying any applicable import duties and taxes, as well as any customs clearance fees that are levied by the importing country at the time the shipment arrives in your country.
- INTELLECTUAL PROPERTY You acknowledge that the Products (or parts thereof) are protected by Intellectual Property Rights, and related treaties and Laws. As between you and Amkiri, Amkiri is the sole and exclusive owner of all Intellectual Property Rights in and to the Products, and no license is granted to you under such Intellectual Property Rights. Amkiri, on behalf of itself and all Amkiri Affiliates and licensors, hereby reserves all such Intellectual Property Rights Without limiting the generality of the above paragraph, one or more patents, registered designs and trademarks owned by, or licensed to, Amkiri apply to all or some of the Products (or portions thereof).
- WARRANTY DISCLAIMERS THE WEBSITE, THE PRODUCTS, AND ALL CONTENT, FUNCTIONALITY, AND TOOLS AVAILABLE ON OR VIA THE WEBSITE (COLLECTIVELY, THE “AMKIRI MATERIALS“), ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND AT YOUR SOLE RISK, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY AMKIRI AND ITS LICENSORS AND SUPPLIERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMKIRI (SUCH AS, VIA THE WEBSITE) OR AN AMKIRI REPRESENTATIVE, SHALL CREATE A REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION. IN ADDITION, NEITHER AMKIRI NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION:
- LIMITATION OF LIABILITY EXCEPT FOR A PARTY’S LIABILITY FOR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:
- INDEMNIFICATION If any third party (including, but not limited to, a regulatory or governmental authority) makes or institutes any demand, claim, suit, action or proceeding against Amkiri, an Amkiri Affiliate, and/or any of our or their respective directors, officers, employees, or representatives (each, an “Indemnitee“), and it is based upon or arises from any breach by you under this Agreement (in each case, an “Indemnity Claim“), then, upon written request by Amkiri (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (a) Amkiri reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Amkiri’s defense counsel and activities at your own cost and expense; and (b) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s). In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including, but not limited to, any fines or penalties).
- GOVERNING LAW; JURISDICTION AND VENUE If you are located in the United States: This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. The courts located in New York County, New York, USA shall have exclusive jurisdiction over any Dispute (defined below) that is not subject to arbitration pursuant to Section 11 (Mandatory Arbitration) and Schedule A below, and the parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. If you are located outside the United States: This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. The courts located in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any Dispute (defined below), and the parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Regardless of any Law to the contrary, any claim or cause of action arising under, or otherwise in connection with, this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose, or else you agree that such claim or cause of action will be barred forever.
- MANDATORY ARBITRATION If you are located in the United States: In the event of any claim, dispute or controversy under, or otherwise in connection with, this Agreement (a “Dispute“), such Dispute shall be resolved exclusively by arbitration in accordance with Schedule A attached hereto.
- Entire Agreement. This Agreement (together with its Schedules) represents the entire agreement between you and Amkiri with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Amkiri with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Website.
- Age Representation. You represent that you are at least thirteen (13) years old, but in any event of a legal age to form a binding contract. Children under the age of thirteen (13) are not permitted to place an Order. If you are between thirteen (13) and eighteen (18) years old, your review of (and any performance under) this Agreement must involve your parent or guardian.
- Language; Electronic Contract. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide you with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for your own records.
- Assignment. Amkiri may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and, except as permitted by this Agreement, you may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Amkiri’s express prior written consent. Any prohibited assignment shall be null and void.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
- Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
- Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Amkiri, the writing must be duly signed by an authorized representative of Amkiri), and shall be valid only in the specific instance in which given.
- Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
- Notices. You agree that Amkiri may send you notices by email and/or by regular mail. Except as stated otherwise in this Agreement or required by law applicable to you, you agree to send all notices to Amkiri, to: email@example.com .
- No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Amkiri Affiliates, Amkiri’s licensors and suppliers, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.
- Export Compliance. You represent and warrant that: (a) you are not a resident of (and you will not use the Product in) a country that the U.S. government has embargoed for use of the Product, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) your country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to us. In the event you breach this Section (Export Compliance), in whole or in part, or otherwise violate any Export Control Laws (defined below) in connection with the Product, you agree to indemnify and hold harmless Amkiri and all Amkiri Affiliates (including our and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Amkiri, an Amkiri Affiliate, and/or such individuals as a result of such breach or violation. “Export Control Laws” means all applicable export and re-export control Laws applicable to you and/or Amkiri, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
- Force Majeure. Neither party shall be responsible for any failure to perform any obligation hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond that party’s reasonable control.
The above disclaimers apply to the maximum extent permitted by applicable Law. If you are a customer who is a consumer (someone who uses the Product outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the above disclaimers from (fully or partially) applying to you (for example, some jurisdictions’ Laws do not allow the disclaimer of certain implied warranties or conditions, and do not allow limitations to be imposed on statutory rights), and, to the extent the above disclaimers are prohibited, then you and Amkiri agree that they will not apply to you. To find out more about your legal rights in your country of residence, you should contact a local consumer advice organization.
THE COMBINED AGGREGATE LIABILITY OF AMKIRI AND ALL AMKIRI AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (SUCH AS, FOR EXAMPLE, IF A JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR OF LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE); (ii) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY LIABILITY.
(Located in the United States)
The Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”) (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration. Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is attached. Unless you and Amkiri expressly agree otherwise in writing in respect of a given Dispute, the arbitration shall be taken place in-person in New York City, New York, USA, and will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of what, this Agreement provides. The arbitrator’s decision must be in writing, and will include the essential findings and conclusions upon which his/her award is based. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and Amkiri in any court of competent jurisdiction in a proceeding to vacate or enforce an arbitration award, YOU AND AMKIRI HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the plaintiff’s/claimant’s individual claim. Regardless of who initiates arbitration for a Dispute, you will always remain responsible for your costs relating to counsel, experts, witnesses, and travel to the arbitration. If you initiate arbitration for a Dispute, you will be required to pay $250 of the fee required to initiate the arbitration and Amkiri will pay any remaining JAMS Case Management Fees and all professional fees for the arbitrator’s services. If Amkiri initiates an arbitration for a Dispute, Amkiri will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services. All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court of competent jurisdiction any information necessary to enforce an arbitration award, or to seek equitable relief. YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS RULES) PERMIT OTHERWISE:
OPT-OUT: You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing OPT-OUT@amkiri.com within thirty (30) days after the date you agree to this Agreement for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply.