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Last Updated: March 12, 2019
Welcome to Amkiri!
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.
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.
This Agreement contains a range of capitalized terms, some of which are defined in this Section and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.
“Amkiri Affiliate” means, with respect to Amkiri, any organization or entity controlling, controlled by, or under common control with, Amkiri, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.
“Content” means any text, data, information, images, graphics, sounds, videos, audio clips, links, or similar materials.
“Intellectual Property” means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.
“Intellectual Property Rights” means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
“Law” means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule, in any jurisdiction.
“Moral Rights” means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.
“Payment Agent” means Amkiri or a payment agent designated by us. For example, if you choose to pay for your Order with a credit card or certain other payment method in a currency other than U.S. Dollars, Amkiri may designate the Payment Agent to be Amkiri Ltd., an Israeli company.
“Product” means a product listed for sale on the Website, as well as any accompanying user manuals or documentation.
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:
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 https://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).
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.
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 https://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.
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).
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:
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.
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:
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.
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).
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.
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.
You and Amkiri agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:
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.