Tzumi Electronics – Terms of Use and Sale

Tzumi’s website (“Website”) is owned and operated by Tzumi Electronics LLC, a New York corporation (the “Company”, “we”, “our”) d/b/a Tzumi. Our address is 16 East 34th Street, New York, NY 10016.

Please carefully read the following terms and conditions of use and sale (the “Terms”), which constitute a binding agreement between you and the Company and define your rights and responsibilities regarding purchases made through the Website.

By accessing or using the Website or purchasing our Products offered for sale on the Website, you signify your acceptance of these Terms.

If you do not agree to these Terms, you may not access the Website or use it in any manner.

About the Website

Informative content on the Website. The Website provides content and information about Tzumi and its unique Products (the “Products” or “Tzumi“). The Website’s content is presented for informative purposes only. Some sections of the Website allow you to submit your contact details, in order to request support or receive further information and updates regarding the Product.

Ordering Products. The Website might also allow users to customize their product (such as phone grip) and receive a lifetime replacement warranty, excluding the cost of shipping, from the Company.

Images that you upload. When customizing your own product, you must use only your own original and lawful content. You can’t use copyright-protected photographs, drawings, artworks, graphics, prints, and any other content (collectively “Content“) to which you don’t own the rights to.

THAT MEANS YOU CAN’T UPLOAD COPYRIGHT-PROTECTED PHOTOGRAPHS, DRAWINGS, ARTWORKS, GRAPHICS, PRINTS, AND ANY OTHER CONTENT TO WHICH YOU DON’T OWN ALL THE RIGHTS TO.

License By uploading Content to the Website, you grant us a royalty-free, worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable license to use your Content for any purpose whatsoever.

USER WARRANTIES WHEN YOU UPLOAD CONTENT TO THE WEBSITE, YOU REPRESENT AND WARRANT THAT

• THE CONTENT IS EXCLUSIVELY YOUR OWN ORIGINAL CREATION AND NO PART OF IT HAS BEEN COPIED FROM ELSEWHERE;
• YOU ARE THE RIGHTFUL OWNER OF ALL RIGHTS TO SUCH CONTENT OR CAN DEMONSTRATE THAT YOU ARE LAWFULLY LICENSED BY ALL THE RIGHTFUL OWNERS OF ALL INTELLECTUAL-PROPERTY PROTECTED ELEMENTS (INCLUDING TRADEMARKS, COPYRIGHTED WORKS, AND DESIGNS) WHICH ARE DEPICTED, SHOWN, OR INCORPORATED IN THE CONTENT;
• YOU ARE LAWFULLY ENTITLED TO GRANT US THE LICENSES OR RIGHTS (AS THE CASE MAY BE) IN AND TO SUCH CONTENT, IN ORDER TO CUSTOMIZE PRODUCTS, AND SOLELY FOR THAT PURPOSE;

INDEMNITY

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us or our directors, officers, employees, agents, advisors, consultants, subcontractors, and assignees (collectively, our “Staff”), at your own expense and immediately after receiving written notice thereof, from and against any damages, loss, costs, and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of the Website, your breach of the Terms, or the violation, or infringement of any other person’s rights in connection with Content you uploaded.

Registration and User Account

Registered users. Registered users who have signed up to the Website with a user account (“User Account”) may take advantage of order tracking and history. You must submit true, accurate, and complete details when registering. You are solely responsible and liable for all activities performed with or through your User Account. To prevent unauthorized use, keep your password confidential and do not share it with any third party.

User Account misuse. You are prohibited from selling or transferring your User Account or making it available to anyone else. You are fully accountable for any outcome that may result from your failure to provide true, accurate, and complete details in the course of registration.

Secure your account. Make sure that you change your password periodically. You may not transfer your account to any third party, in any manner whatsoever. You must maintain the confidentiality of your account login details and may not provide or disclose them to anyone else.

Pricing, Products Availability, and Taxes

Prices. Tzumi’s prices are listed in US Dollars and are exclusive of any taxes, fees, duties, and levies (the “Price”). The Price is subject to change without notice. Despite our efforts, our prices might be presented with incorrect prices, and quantity or availability might be incorrectly indicated. We will correct such errors when we discover them.

Invalid orders. If you’ve ordered a Product that has been incorrectly priced, or whose quantity or availability has been incorrectly indicated on the Website, we will suspend the order, contact you, advise you of the error and seek your further instructions in the light of the correct price, quantity or availability. We are not obligated to provide you with a Product at an incorrectly indicated price that is lower than the correct price if the incorrect price is an obvious error.

You agree that if we are unable to ship the Products you ordered due to unavailability, we may decline to accept your order and cancel it by notifying you to that effect, without liability to you.

Tax. Any taxes related to the Products purchased through the Website are your own responsibility (excluding taxes based on our net income). Where taxes apply, we will use our best efforts to add them to your checkout amount and seek your confirmation of the total amount due, including taxes. However, we cannot guarantee the accuracy of the tax amount presented to you. If we later determine that we have under-collected taxes on your order, we reserve the right to charge you for any under-collected amount. If we later determine that we have over-collected taxes on your order, we will make our best effort to refund you for the over-collected amount.

WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, ARE NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY HARM, LOSS, EXPENSE, OR OTHER DAMAGES YOU MAY INCUR AS A RESULT OF OUR ERROR IN CALCULATING THE TAXES OWED FOR PRODUCTS YOU PURCHASED, IN EXCESS OF THE DIFFERENCE BETWEEN THE CALCULATED TAXES AND THE CORRECT TAX AMOUNT.

Payment Options

Payment methods. We accept payments through PayPal and credit cards supported by PayPal. If we are unable to process your payment, we reserve the right to cancel your order, with an email notification to you.

We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. Payment methods are processed and handled through relevant third parties, such as PayPal. Payment methods are therefore subject not only to these Terms but also to the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you a commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment method processor.

Shipping

We ship in the United States only. We will deliver the purchased Products within a reasonable time after we complete processing your purchase order, subject to their availability. Unless otherwise indicated in the checkout process, shipping charges are included in the price presented. The risk of loss and title for the Products you purchase passes to you upon delivery of the item to the carrier.

Acceptable use of the Website

You may access, use and upload content to the Website and use features provided through the Website.

While using the Website, you agree to refrain from –

• Breaching these Terms or any other applicable Website rules and instructions that we may provide;
• Interfering with, burdening, or disrupting the functionality of the Website;
• Breaching the security of the Website or identifying any security vulnerabilities in it;
• Circumventing or manipulating the operation, or functionality of the Website, or attempting to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented in the Website;
• Using or launching any automated system, including without limitation robots, crawlers, and similar applications to collect and compile content from the Website;
• Displaying the Website or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Website, independently from the web pages on which they originally appear;
• Displaying content from the Website, including any software, feature, gadget, or communication protocol, which may alter the content or its design;
• Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency, or affiliation with any person or entity;
• Collecting, harvesting, obtaining, or processing personal information of or about other users of our Website; and
• Linking to the Website from web pages that contain pornographic content or content that is unlawful or encourages prohibited activity such as racism or wrongful discrimination.
• Uploading to the Website content which may be considered as –
  • Infringing or violating intellectual property rights of other parties, including copyrights, patents, trade secrets, and trademarks;
  • Identifying minors, their personal details or their address and ways to contact them;
  • Software viruses, Trojan Horses, worms, vandals, spyware, ransomware, and any other malicious applications;
  • Constituting a violation of a person’s right to privacy or right of publicity;
  • Threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically, or otherwise objectionable;
  • Unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes.
  • Otherwise prohibited by any applicable law.

The Company may, but is under no duty to, review content that was uploaded to the Website and decline any purchase order that includes the use of such content, for any reason that the Company may consider to be justified at its sole discretion.

WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE WEBSITE. WE MAY BLOCK YOUR ACCESS TO AND USE OF YOUR USER ACCOUNT WITHOUT PRIOR NOTICE AND IN OUR SOLE DISCRETION, IF WE BELIEVE THAT YOU ARE FRAUDULENTLY OR ABUSIVELY USING THE WEBSITE.

Company Lifetime Product Warranty

The Company warrants each Product you purchased through the Website against any defects and physical damages, for an unlimited period of time. Users will be responsible for the cost of shipping.

Age Restrictions

If you are under the legal age of maturity in your jurisdiction (normally 18 years), then you must obtain permission from your parent or legal guardian to accept these Terms. By using the Website, you declare to us that you have obtained it. If you are under the age of 13 you may not use the Website in any way.

Privacy

We respect your privacy. Our Privacy Policy, which is incorporated into these Terms by reference, explains the privacy practices on the Website.

Intellectual Property

All rights, title, and interest in and to the Website, the Website (except – as provided herein with respect to users’ Content), including, without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets, and other intellectual property rights, and any goodwill associated therewith, are owned by, or licensed to the Company.

Unless otherwise expressly permitted in the Terms, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of any of the content on the Website, which is subject to intellectual property rights or other proprietary rights, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to electronic, mechanical or optical means, without prior written authorization from the Company.

You may not adapt or use otherwise any name, mark, or logo that is identical, or confusingly similar to the trademarks, services marks, and logos of the Company. You must refrain from any action or omission which may dilute or tarnish our goodwill.

Requests to Remove Content from The Website

We respect the intellectual property rights of others. Requests to remove content that purportedly infringes or violates third-party copyrights, from the Website, or counter requests, must be made in accordance with our Copyright Policy.

Other requests regarding the content should be made through the contact channels listed at the end of these Terms.

Commercial Information

We may incorporate Website advertisements and/or information of commercial nature. The source of such information may originate from us or from third parties. If such information originates from third parties (including Content displayed within the Website) we cannot guarantee its reliability or accuracy. It is underscored that the advertising of commercial content by the Company or any of the Website’s users does not constitute a recommendation or encouragement to procure the goods or services advertised.

Changes

We may, at any time and without prior notice changes the layout, design, scope, features, or availability of the Website.

We may revise these Terms, in whole or in part, at any time by putting you on notice of the amended Terms. Your continued use of the Website after the effective date of the amended Terms constitutes your consent to the amended Terms.

DISCLAIMER OF WARRANTY

OTHER THAN THE PRODUCT WARRANTY SPECIFICALLY SET FORTH ABOVE OR OTHERWISE EXPRESSLY SPECIFIED IN THESE TERMS, THE WEBSITE, THE CONTENT, AND THE PRODUCT ARE PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. OTHER THAN THE PRODUCT WARRANTY SPECIFICALLY SET FORTH ABOVE OR OTHERWISE EXPRESSLY SPECIFIED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE WEBSITE, ITS CONTENT, THE PRODUCTS, AND PRODUCT DESCRIPTIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, SAFETY, COMPATIBILITY, PERFORMANCE, SECURITY AND DATA SECURITY, ACCURACY, TITLE OR NONINFRINGEMENT.

NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF THE WEBSITE, ITS CONTENT, OR THE PRODUCTS, WHETHER MADE BY THE COMPANY, A REPRESENTATIVE, OR OTHERWISE, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF THE COMPANY WHATSOEVER. YOU AGREE AND ACKNOWLEDGE THAT USE OF THE WEBSITE, THE CONTENT, AND THE PRODUCT ARE ENTIRELY, OR TO THE MAXIMUM EXTENT PERMITTED BY THE WEBSITELICABLE LAW, AT YOUR OWN RISK.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED, THAT THEY WILL BE FREE FROM ALL HARMFUL COMPONENTS, SAFE, SECURE, IMMUNE FROM DAMAGES, OR FREE OF MALFUNCTIONS, BUGS OR FAILURES. SUCH INCIDENTS WILL NOT BE CONSIDERED A BREACH OF THESE TERMS.

LIMITATION OF LIABILITY

THE COMPANY, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AND AGENTS, SHALL NOT BE LIABLE TO YOU, TO THE MAXIMUM EXTENT PERMITTED BY WEBSITELICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT OR LOSS OF DATA), COSTS, EXPENSES, AND PAYMENTS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE WEBSITE, THE CONTENT, THE PRODUCTS OR ANY OTHER ASPECT OF THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY WEBSITELICABLE LAW, THE TOTAL AND AGGREGATED LIABILITY OF THE COMPANY AND ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, TO THE DESIGNER FOR ANY AND ALL DAMAGES WHATSOEVER ARISING FROM, OR IN CONNECTION, THE WEBSITE, THE CONTENT, THE PRODUCT, OR ANY OTHER ASPECT OF THESE TERMS, SHALL BE LIMITED TO THE GREATER OF THE FEES THAT THE FEES YOU ACTUALLY PAID (IF ANY) TO THE COMPANY DURING THE 12 MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS WEBSITE TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT WEBSITE TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Termination

You may, at any time, request to terminate your User Account by contacting us at Support@Tzumi.Com.

We may temporarily or permanently limit, block your access to or terminate your User Account if we determine that you breached these Terms.

We may at any time discontinue or terminate the operation of the Website, its features, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to you.

Upon termination of these Terms or your account, for any reason, your right to use the Website is terminated and you must immediately cease using the Website. We will not be liable to you for termination of access to the Website. However, any rights or assignments granted or made to us with respect to Content shall indefinitely survive.

Governing Law, Jurisdiction

Regardless of your place of residence or where you access or use the Website from, these Terms and your use of the Website will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.

Subject to the exclusions below, any and all disputes, claims, or controversies between you and the Company regarding these Terms, the Products, or the use of the Website, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online or based solely upon written submissions without in-person appearance, administered by the American Arbitration Association (AAA), under its Consumer Arbitration Rules (which are available at www.adr.org). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, you may lodge claims in small claims court if your claim qualifies.

The Federal Arbitration Act and federal arbitration law apply to these Terms.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would.

Payment of filing, administration, and arbitrator fees will be governed by the AAA’s Consumer Arbitration Rules. These fees will be shared equally by you and us unless the arbitrator: (i) determines that the claims are frivolous, in which case the claimant shall bear all such fees arising from the frivolous claim; or (ii) determines that the fees should be allocated differently.

You may opt out of the above arbitration clause by emailing us at Support@Tzumi.Com, within 10 days of entering into these Terms for the first time, an opt-out notice that identifies yourself and clearly sets out your choice to opt out of dispute settlement by arbitration. In case of such opt-out, any and all disputes, claims, or controversies between you and us regarding these Terms or the use of the Website, which are not amicably resolved, shall be subject to the exclusive jurisdiction and venue of the state and federal courts in New York County in the State of New York, USA.

Notwithstanding any of the foregoing, we may lodge an impleader claim against you pursuant to the indemnity clause above in any court adjudicating a third-party claim against us.

MISCELLANEOUS

Assignment. You may not assign or transfer your rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by you, without our prior written consent, shall be null and void.

Changes in ownership. In the event of M&A, we may, upon notice to you and without obtaining your consent, assign and delegate these Terms, including all of our rights, performances, duties, liabilities, and obligations contained herein, to a third party in which case the assignee assumes our stead and we are irrevocably released from all performances, duties, liabilities, and obligations contained herein.

Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.

Interpretation. The section headings in these Terms are included for convenience only and shall take no part in the interpretation or construing of these Terms. Whenever used in these Terms, the term “Including”, whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.

Entire agreement. These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements, and statements.

Waivers. No waiver, concession, extension, representation, alteration, addition, or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand the performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.

Relationship. These Terms do not create any agency, partnership, employment, or fiduciary relationship between you and us.

Contacting us

You may contact us by using one of our online ‘Contact’ forms, available on our website at www.Tzumi.com (the “Website“).

When using our online form, we will ask you to provide us with certain contact and personal details, such as your full name, email address, etc. You must submit only true, accurate, and complete details. Bear in mind that false, incorrect, or outdated information may impair our ability to contact you. We will explicitly indicate the mandatory fields for completion.