Last Revised: April 20, 2020
SHI Sapphire Holdings International (Royal Age) Inc. (“Royal Age”, “we”, “us”, “our”, “Company”) welcomes you (the “User(s)”, “Customer(s)” or “you”) to its platform at [LINK TO PLATFORM], in which Users may buy products for the third age (the “Platform”). You may use the Platform in accordance with the terms and conditions hereunder.
By accepting these Terms, you represent that any and all information you provide through the Platform, is true and accurate. Any false, fraudulent or misleading information is strictly prohibited.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE OUR PLATFORM.
The Platform is available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law, or have received the required consent from (i) their legal guardian to enter into these Terms, or (ii) the elderly customer(s) for whom you are purchasing products via our Platform. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Platform in accordance with these Terms, and to fully perform your obligations hereunder.
All requests, questions, notices and concerns of Users in connection with our services may be sent to the following customer support e-mail address: [customer support email] (hereinafter: the “Support Email”).
General Important Information:
Our Platform offers various over-the-counter products for the third age (collectively, the “Products”). You may purchase these Products on our Platform. Although we are not the manufacturer or supplier of the Products (collectively, “Suppliers”), we were authorized by the Suppliers to sell their Products to you on our Platform. Once you purchase a Product on the Platform, we will turn to its respective Supplier in order to check its availability. If the Product is unavailable you will receive a refund. If the Supplier indicates that the Product is available for delivery, you will be notified thereof and receive a tracking number.
The Supplier (not us) will be responsible to deliver the Product to the address you have provided to us. Unless otherwise indicated in your paid order, the Supplier is required to deliver the Product to you within forty eight (48) hours of your payment (the “Delivery Date”).
Once the Supplier notifies Royal Age that the Product(s) were delivered to you, we will send you an email notification thereof. If you do not respond to our email, it will be assumed that the Product was delivered to the Customer on the Delivery Date.
In the event you have not received the ordered Product within three (3) days following the Delivery Date – and have not otherwise confirmed to the Supplier or to the Company that you agree to such delay – you may cancel your order by sending us an email to our Support Email, and receive a refund from the Supplier for the price of the Product [(based on the Supplier’s then-current price list) Niv- I assume that the refund is based on the Supplier’s price list and not on the price that the client paid on the website, since the price on the website also includes your markup. Please confirm].
If you received the Product, but wish to return it, please refer to “Product Returns” below.
Ordering & Payment:
Below is a description of the ordering and payment process:
Unless otherwise indicated in your paid order with respect to a specific Product, you will have fourteen (14) days following delivery to return a Product to its Supplier, provided that it has not been damaged and that it is returned in its original, sealed, packaging. Please send us your return request to our Support Email, and we will forward it to the applicable Supplier(s) for handling.
In the event you have received a defective Product from the Supplier, the Supplier will be obligated to repair or replace the defective Product at its own cost and expense. In the event the defect cannot be cured, the Supplier will provide the Customer with a refund within fourteen (14) days. Please send us your repair request to our Support Email, and we will forward it to the applicable Supplier(s) for handling.
Disputes with Suppliers
As mentioned above, Royal Age is not the manufacturer or supplier of the Products. The Supplier is required to deliver you the ordered Products, to correct defects or to provide you with a refund, as the case may be. Our Platform is intended to ease your choice of a suitable Product while comparing it with alternative Products. The information that is displayed on the Platform with respect to Products was provided to us by the applicable Suppliers.
Accordingly, any complaint or claim related to (a) the quality of a Product purchased via the Platform, (b) the delivery of the Products, (c) correction of defects, (d) refunds, (e) false or misleading representations concerning the Products, and/or (f) other rights you may have against manufacturers, distributors or suppliers must be brought directly against the Supplier of the Product; and can be sorted in arbitration or in a court of law.
If you have any claim or complaint towards a Supplier, please forward it to us via our Support Email and we will refer it to the applicable Supplier.
YOU HEREBY RELEASE ROYAL AGE AND ROYAL AGE’S REPRESENTATIVES (AS DEFINED BELOW) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF ANY KIND OR NATURE, ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCTS.
Without prejudice to the foregoing, we require our Suppliers to respect Delivery Dates and to provide Customers the services that any manufacturer or supplier provides to its clients. We may terminate our engagement with Suppliers who fail to deliver their Products to Customers, deprive Customers of their legal rights, or use unfair business practices. THE REMOVAL OF A SUPPLIER’S PRODUCT(S) FROM THE PLATFORM SHALL NOT LIMIT ANY REMEDIES THAT MAY BE AVAILABLE TO ROYAL AGE OR TO CUSTOMERS BY LAW.
OTHER IMPORTANT TERMS AND DISCLAIMERS:
ROYAL AGE IS NOT PART OF A SUPPLIER-CUSTOMER TRANSACTION
YOU HEREBY ACKNOWLEDGE AND AGREE THAT OUR PLATFORM SERVES AS A VENUE ON WHICH YOU MAY PURCHASE PRODUCTS OF VARIOUS SUPPLIERS AND THAT WE ARE NOT, IN ANY CASE, A RETAILER. ROYAL AGE IS NOT A PARTY, IN ANY WAY, TO ANY TRANSACTION BETWEEN THE SUPPLIER AND THE CUSTOMER (INCLUDING, WITHOUT LIMITATION, THE TRANSFER OF TITLE FROM THE SUPPLIER TO THE CUSTOMER).
ROYAL AGE DOES NOT IN ANY WAY ENDORSE ANY PRODUCT PROVIDED BY THE SUPPLIERS AND IS NOT AFFILIATED WITH ANY OF THE SUPPLIERS.
NO WARRANTIES PROVIDED BY ROYAL AGE
ROYAL AGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE PRODUCTS THAT MAY BE OFFERED ON THE PLATFORM (INCLUDING THOSE PERTAINING TO QUALITY, SAFETY, SUITABILITY OR LEGALITY). THE SUPPLIERS (NOT ROYAL AGE) ARE RESPONSIBLE FOR ANY REPRESENTATIONS OR MISREPRESENTATIONS THEY MAKE WITH RESPECT TO THE PRODUCTS. ADDITIONALLY, AS MENTIONED ABOVE, THE SUPPLIERS ARE RESPONSIBLE TO DELIVER THE ORDERED PRODUCTS TO CUSTOMERS WITHIN THE TIMEFRAMES INDICATED UPON PAYMENT. THE CUSTOMER HEREBY RELEASES THE COMPANY FROM ANY AND ALL CLAIMS AND AGREES THAT THE COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, COSTS, HARM, INCONVENIENCES, BUSINESS DISRUPTIONS OR EXPENDITURES OF ANY KIND THAT MAY ARISE AS A RESULT OF OR IN CONNECTION WITH ANY OF THE SUPPLIERS’ PRODUCTS.
PREVENTION OF FRAUD. WE RESERVE THE RIGHT TO CANCEL ORDERS OR PLACE FUNDS ON HOLD FOR ANY SUSPECTED FRAUDULENT TRANSACTIONS MADE THROUGH OUR PLATFORM.
LACK OF AVAILABILITY. THE PLATFORM’S AVAILABILITY AND FUNCTIONALITY DEPEND ON VARIOUS FACTORS, SUCH AS COMMUNICATION NETWORKS. ROYAL AGE DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM WILL OPERATE AND/OR BE AVAILABLE AT ALL TIMES WITHOUT DISRUPTION OR INTERRUPTION, OR THAT IT WILL BE ERROR-FREE.
AS-IS BASIS. TO THE EXTENT LEGALLY PERMISSIBLE, THE PLATFORM, CONTENT (AS SUCH TERM IS DEFINED BELOW) AVAILABLE THEREIN AND ANY SUPPLIER PRODUCT DISPLAYED THEREIN ARE PROVIDED ON AN “AS IS” BASIS. ROYAL AGE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS INCURRED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, THE CONTENT AND/OR THE SUPPLIERS’ PRODUCTS. YOUR USE OF THE FOREGOING IS ENTIRELY AT YOUR OWN RISK.
The Platform may include information regarding Royal Age and its services, news regarding the Royal Age, job opportunities, videos, texts, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Platform, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Platform (the “Content”).
Users who wish to enjoy the full scope of the services offered by our Platform must register and create an account (“Account”). Registration can be done by completing the registration form in the Platform.
You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your Account. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events you must change your password immediately.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Royal Age.
We will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information s/he has obtained from you or by your violation of these Terms, or for any unauthorized use of your Account or any other breach of security.
If you wish to either change your user name or password to log-in, or cancel and remove your Account, you may use the setting menu or you can send us an e-mail of your request to our Support Email. Your Account will terminate within reasonable time following your request to terminate your Account.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US IN CONNECTION THEREWITH. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
There are certain conducts which are strictly prohibited when using the Platform. Please read the following restrictions carefully. Your failure to comply with any of the provisions set forth herein may result (at Royal Age’s sole discretion) in the suspension or termination of your Account and may also expose you to civil and/or criminal liability.
Unless explicitly permitted under these Terms or in writing by Royal Age, you may not (and you may not permit anyone to): (a) use the Platform and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Platform and/or Content for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the Platform any restrictions and signs indicating proprietary rights of Royal Age or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Platform and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Platform or the servers or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Platform; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our Platform’s infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Platform; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by Royal Age on or through the Platform, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Royal Age ‘s proprietary rights, including Royal Age ‘s Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content on any other site or networked computer environment for any purpose without Royal Age’s prior written consent; (l) create a browser or border environment around Royal Age Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Platform and/or the Content; (n) frame or mirror any part of the Platform without Royal Age’s prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content; (p) transmit or otherwise make available in connection with the Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Platform for any purpose for which it is not intended; and/or (r) breach and/or violate any of the Terms.
“Royal Age” and all logos and other proprietary identifiers used by Royal Age in connection with our Platform (“Royal Age Trademarks”) are all trademarks and/or trade names of Royal Age, whether or not registered. All other trademarks, service marks, trade names and logos which may appear in the Platform belong to their respective owners (including, without limitation, the Suppliers of the Products) (“Third Party Marks”). No right, license, or interest to Royal Age Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Royal Age Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
The Platform, the Content and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to Royal Age (concerning the Platform, the Supplier’s Products, or otherwise) (“Feedback”), Royal Age shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Royal Age current or future platforms, products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require Royal Age to comply with any additional obligations with respect to any Royal Age current or future products, technologies or services that incorporate any Feedback.
We care for your safety. If you believe another User acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, please report immediately such person to the appropriate authorities and to our Misconduct Agent at our Support Email.
We respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide the following information in writing to our Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple infringing works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (iv) information so that we can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Our Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached via our Support Email.
Please note that any person who knowingly materially misrepresents under this Section (i) that material or activity is infringing, or (ii) that material or activity was removed or disabled by mistake or misidentification, may be subject to liability.
We will respond to clear notices under this Section. Please be advised that we will remove or replace allegedly infringing content only in accordance with applicable law and that we enforce a policy that provides for the termination in appropriate circumstances of users who are repeat infringers.
We welcome links to any page on our Platform. You are free to establish a hypertext link to the Platform so long as the link does not state or imply any connection or approval of your website, products and/or services by Royal Age, and does not portray Royal Age in a false or otherwise offensive manner. You may not link to our Platform from a site that you do not own or have permission to use. In the event that you link to Royal Age’s Platform you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
Royal Age reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Platform (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Platform may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Royal Age shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Platform, or the Content included in therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
WITHOUT DEROGATING FROM OTHER DISCLAIMERS SPECIFIED IN THESE TERMS –
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE PLATFORM AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND ROYAL AGE, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “ROYAL AGE’S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE PLATFORM OR CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE PLATFORM, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE PLATFORM AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE PLATFORM OR (INCLUDING THAT THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS). ROYAL AGE AND ROYAL AGE’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE PLATFORM, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO CONTENT AND/OR INFORMATION DISPLAYED WITHIN THEM.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY SUPPLIER PRODUCTS, AS FURTHER CLARIFIED IN SECTION 2 ABOVE.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE PLATFORM AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL ROYAL AGE, INCLUDING ROYAL AGE’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION), UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE PLATFORM AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE PLATFORM AND/OR THE CONTENT AND/OR THE FAILURE OF THE PLATFORM TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF ROYAL AGE TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF ROYAL AGEOR ROYAL AGE’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ROYAL AGE OR ROYAL AGE’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, ROYAL AGE AND ROYAL AGE’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM OR THE CONTENT OR ANY PRODUCTS SHALL BE LIMITED TO THE COMISSION ROYAL AGE ACTUALLY RECEIVED FROM YOUR PRODUCT PURCHASE ON THE PLATFORM.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Royal Age, including Royal Age Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Platform and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party; (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Platform; and (v) any claims related to the quality of Products, or your failure to comply with a Supplier’s applicable policies. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
Royal Age may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Platform and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Platform or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Platform on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
Royal Age may, at any time, at its sole discretion, cease the operation of the Platform or any part thereof, temporarily or permanently, delete any information or Content from the Platform or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein without giving any prior notice. You agree and acknowledge that Royal Age does not assume any responsibility with respect to, or in connection with the termination of the Platform’ operation and loss of any data.
Upon termination of these Terms, for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Platform, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property Rights, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Platform or the use thereof will be governed by and interpreted in accordance with the laws of the State of California without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Platform will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Los-Angeles, California. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Royal Age may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM, TO PRODUCTS SOLD VIA THE PLATFORM AND/OR TO THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Royal Age, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
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