TERMS AND CONDITIONS OF USE
Last updated: November 18, 2022.
HAWKERS, Inc. (“HAWKERS”), a Delaware corporation, owns and operates the Service.
1. Who may use the service.
By accessing or using the Service, you represent that you are at least 18 years of age and have full legal capacity. If you are under 18 years of age, you may NOT use the Service.
2. Location; Changes; Duration.
The Service is provided to and accessed by users solely at our business location [in a location TBD in the United States, without sales tax or local entity tax] (the “Business Location”). You agree that, by accessing and using the Service, or any part thereof, you are choosing of your own volition to accept to be bound by these Terms and that you are availing yourself of the Service at the Business Location. HAWKERS makes no representations or warranties that the Service or any of its contents are appropriate or available for users accessing the Service at the Business Location from any location outside the United States. BEFORE YOU ATTEMPT TO ACCESS THE SERVICE FROM ANY LOCATION OUTSIDE THE UNITED STATES, BE AWARE THAT THE SERVICE MAY CONTAIN CONTENT OR LINKS TO PRODUCTS AND SERVICES THAT ARE NOT AVAILABLE, OR THAT ARE PROHIBITED, IN THE LOCATION OUTSIDE THE UNITED STATES; AND THAT YOU THEREFORE ACCESS THE SERVICE SOLELY AT YOUR OWN RISK.
We reserve the right to modify, amend, or otherwise change these Terms, in whole or in part, at any time and at our sole discretion. Such changes to the Terms will take effect as of the “Last updated” date stated at the beginning of these Terms. Each time you access the Service, you agree to be bound by the most current version of the Terms. However, it is ultimately your responsibility to review the Terms for any changes before using the Service. You may not change any elements of the Terms without our prior written consent. By continuing to use the Service, you thereby consent to any and all updates to the Terms.
Upon any access or use of the Service, the Terms remain thereafter in full force and effect in respect of such access or use, as they may be updated from time to time.
3. Use of the service.
3.1 Limited license to use the service.
Subject to all conditions, restrictions, and eligibility requirements described herein, we grant you a limited, non-transferrable, non-exclusive, royalty-free, worldwide, revocable license to access and use the Service for your own lawful, personal, and non-commercial purposes. This license is not a sale and does not grant any ownership right, title, interest, or any other rights in either the Service or any of the contents you find therein.
3.2 Information about you.
If you want to use certain features of the Service, including to purchase products online, you may have to provide information such as your [full name, email address, company (optional), shipping address, telephone number, payment information, and billing address].
You are solely responsible for the safekeeping of your information, and you agree to supervise and take full responsibility for any use of your information by you or anyone other than you (whether authorized by you or not). YOU ACKNOWLEDGE AND AGREE THAT: (1) NONE OF HAWKERS OR ANY AFFILIATE OR PARTNER WILL HAVE ANY LIABILITY TO YOU OR OTHERS FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR INFORMATION; AND, (2) THE UNAUTHORIZED USE OF YOUR INFORMATION COULD CAUSE YOU TO INCUR LIABILITY TO HAWKERS.
3.3 Restrictions on your use of the service.
You agree that you will NOT use the Service, or any portion(s) thereof or content found therein, in any way not expressly permitted by these Terms or in any way that violates the governing law or any other applicable local, state, national and international laws and regulations of your residence and location; and that if you do, we reserve the right to terminate your access to and use of the Service, and you may be subject to various liabilities under the applicable laws. Specifically, you represent, warrant, and agree that you will NOT:
- Use the Service in a way that violates any law or infringes the rights of any person.
- Use the Service or any of its contents to sell access to the Service or its contents, gain advertising or subscription revenues, or collect, data-mine, or harvest personally identifiable information for your profit.
- Act as an agent, affiliate, or representative of HAWKERS or the Service.
- Suggest or imply that HAWKERS or the Service has any relationship or affiliation with any other company or services, or that HAWKERS endorses, sponsors, or recommends the contents, products or services on any website, webpage, or other platform.
- Modify, translate, adapt, edit, transform, or otherwise create derivative works of or from any part of the Service or contents therein.
- Circumvent, hack, disable, decompile, reverse-engineer, DDOS attack, password sniff, inject malicious code into, or interfere in any way with security-related features, robot-exclusion headers, technical measures, algorithms, source code, or digital rights management tools that restrict or limit use or copying of the Service or any contents therein.
- Impose, in our opinion, an unreasonable or disproportionately large burden on our infrastructure.
- Deep-link to any portion of the Service for any purpose.
- Frame, mirror, or otherwise incorporate any part of the Service into any other website, webpage, mobile application, product, or service.
4. Purchase of products.
We make available an online platform that allows you to purchase our products, mainly sunglasses (the “Products”). Through the Service you will be able to browse our Products and place orders.
4.1 Order Confirmation.
By placing an order you offer to purchase a Product on and subject to the provisions of these Terms. All orders are subject to availability and confirmation of the order price. We will provide an email with an electronic invoice or other form of confirmation after receipt of your purchase order. Your receipt of an order confirmation merely confirms our receipt of your order and neither indicates our acceptance of your order nor confirms our offer to sell. We reserve the right to refuse or limit any order you place with us. We may in our sole discretion limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same Method of Payment (as defined below), email address, and/or using the same billing and/or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. In the event we make a change to or cancel an order, we will attempt to notify you by contacting you at the email address provided at the time the order was made. If we cancel all or any part of your order after your Method of Payment has been charged, we will refund the billed amount.
4.2 Shipment Confirmation and Delivery.
All orders are subject to acceptance by us, and we will confirm such acceptance by sending you an email confirming the Products have been shipped and you may be charged shipping and handling charges. We will not be held liable for deliveries delayed due to events beyond our control.
The prices displayed for Products available for purchase through the Service represent the applicable retail prices, and do not include shipping or handling charges (to the extent applicable). Any applicable taxes, shipping or handling charges will be communicated to you before you place an order. The prices displayed on the Service are quoted in U.S. dollars. Products in your shopping cart reflect the current price displayed on the Product’s details page. Prices and product availability are subject to change without notice. All specials and promotions are limited to stock on hand.
By submitting an order through the Service, you agree to pay in advance the price of the Product(s) ordered, plus any applicable taxes, shipping and handling, and other relevant charges. Payment may be made by credit card or any other method of payment we may make available to you (each, a “Method of Payment”). To make a payment, you must provide us with a valid credit card and/or other billing information and authorize us (or any third party payment service provider engaged by us) to charge your Method of Payment for orders placed and accepted via the Service.
4.5 Cancellation, Return, Exchange Policies.
The Limited Warranty and Return Policy governs Product warranty, cancellation, return, and exchange. Any applicable shipping and/or handling charges are non-refundable.
4.6 Product information.
Most Products displayed on the Service are available exclusively online through the Service. These Products may have limited quantities and, because of their limited availability, stock will not and cannot be refreshed. When a Product featured on the Service is no longer in stock, we will seek to remove such Product from the Service in a timely manner. Should you have questions concerning the availability of a particular Product, please contact firstname.lastname@example.org.
4.7 Errors, Inaccuracies, and Omissions.
We seek to present the most recent, accurate, and reliable information on the Service at all times. However, occasionally information on the Service may contain typographical errors, inaccuracies, or omissions that relate to Product descriptions, pricing, promotions, offers, and availability. Any errors are wholly unintentional and we reserve the right to amend errors or to update Product information at any time without prior notice. In the event a Product is listed at an incorrect price due to photographical error, typographical error, or any other error in pricing information, we reserve the right to refuse or cancel any orders placed for any Product listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your Method of Payment charged. If your Method of Payment has been charged for the purchase and your order is canceled, we will issue a credit to your Method of Payment in the amount of the incorrect price.
We seek to display as accurately as possible the colors of Products that appear on the Service. However, because the color display may vary according to the monitor used to view the Service, we cannot guarantee that the color of the Product you see on the Service matches the actual Product color.
4.9 Cancellation of orders.
We reserve the right to cancel, modify, or suspend any order placed if we determine in our sole discretion that a user has violated these Terms, including by engaging in any fraudulent or misleading activity (for example, by using false names, multiple identities, multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information), or if we believe, in our sole discretion, that a user’s conduct violates applicable law or is harmful to our interests.
We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You can submit Feedback for the Products by email at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. HAWKERS is under no obligation to pay for or respond to any such comments or feedback provided by users.
5. Content of the service.
5.1 Definition of Content.
“Content” here means any information available on or transmitted through the Service, including, without limitation, the following: ideas, data, text, tags, script, posts, messages, comments, questions, slogans, newsletters, descriptions, pricing, tables, statistics, rankings, ratings, reviews, lists, maps, spreadsheets, models, pictures, photographs, presentations, drawings, graphics, logos, designs, brands, images, buttons, icons, widgets, interfaces, applications, application programming interfaces (“APIs”), software, source code, object code, digital files, compilations, compositions, sounds, sound recordings, audio clips, music, jingles, spoken word, performances, speeches, audio-visual works, interactive works, games, video games, movies, films, shows, videos, video clips, commercials, infomercials, advertisements, and all other materials, features and functions available on or through the Service.
5.2 Content of HAWKERS or our affiliates.
One or more of HAWKERS, or our affiliates or licensors own all Content, and we reserve the right to change or remove such Content from the Service for any reason and without notice to you. You may NOT reproduce Content found on the Service in other websites or platforms without obtaining our prior written consent.
6. Electronics communications.
When you make a purchase on the Service, send us an email, or otherwise provide us your email address, you are communicating with us electronically and thereby consent to receive emails and other electronic communications, notices, messages, updates, offers, and information about our services and Products. We may publish or deliver electronic communications to you through one or more media of our choosing and in the form of periodic issues with a frequency of our choosing. Unless such email is necessary to facilitate a transaction, such as to complete a sale or provide you with a sales receipt, we will give you the opportunity to “Unsubscribe” and thereby opt-out of receiving electronic commercial communications from us by emailing us at firstname.lastname@example.org.
7.1 Links to Third-Party websites.
The Service may contain links and advertisements to other websites, webpages, smartphone applications, services, products, and other resources. HAWKERS has no control over such third party websites or resources, and you acknowledge and agree that we are not responsible for the availability of such websites, webpages, services, products, or resources, and do not endorse and are not responsible or liable for any information, content, advertising, products, or other materials on or available therefrom. You also acknowledge and agree that HAWKERS will not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or resource. Moreover, your correspondence and business dealings with other third parties found on our or through the Service, including payment and delivery of any advertised goods or services—and any other terms, conditions, warranties or representations associated with such dealings—are solely between you and such other user or third party. You agree that HAWKERS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users or other third parties on our website or located through the use of the Service.
7.2 Links from Third-Party websites to HAWKERS website.
Unless we provide you with written consent giving you broader rights to link or advertise the Service on third-part websites, you may only link or hyperlink to the Service elsewhere on the Internet and World Wide Web for non-commercial purposes. In doing so, you may NOT use any of our trademarks or trade names except in a plainly descriptive manner.
You may link to the Service only in compliance with these Terms, and only in the following instances:
- The link does not reproduce the Service’s content, totally or partially, in any way.
- The link does not contain false, inaccurate or incorrect statements about HAWKERS or the Service, in particular, statements that imply that HAWKERS in any way authorizes or approves the provision of the link, or the products or services of the third-party where the link is provided.
- The third-party websites or resources where you link the Services do not contain or promote illicit, illegal, vulgar, obscene, sexual, erotic, pornographic, degrading, or otherwise inappropriate content, or racially, ethnically, or otherwise inappropriately discriminatory language.
8. Intelectual property rights.
Any trademarks and service marks, trade names, trade dresses, copyrighted works of authorship, rights of publicity, patents, know-how, trade secrets, and proprietary ideas that are displayed, performed, transmitted, or otherwise appearing on the Service and the Content therein (collectively, the “IP”) are owned by HAWKERS, licensed to HAWKERS, or used by HAWKERS in a merely descriptive manner, under the fair use doctrine, under the first-sale doctrine, by virtue of being in the public domain, or in accordance with another legal exception or exemption. Other than as expressly allowed by us in writing, nothing herein or in the Service may be implied as granting any license, assignment, or right to copy or use of our trade name or any of our IP without our prior written authorization. Any unauthorized reproduction or distribution of the Service or Content that you do not own, or parts thereof, is expressly prohibited and may result in civil litigation, damages, injunctive relief and possibly even criminal penalties under law. Please inform us if you become aware of any infringement or violation of intellectual property rights, by emailing us at: email@example.com.
You agree to defend, indemnify, reimburse, and hold harmless HAWKERS as well as its shareholders, officers, employees, agents, advisors, subsidiaries, affiliates, assignors and licensors from and against any and all claims, causes of action, actions, demands, liabilities, damages, losses, fines, penalties, costs and expenses of any kind, and settlements including without limitation, attorney, paralegal, expert witness, investigation, and accounting fees, arising from or related to (i) your unauthorized use of the Service, (ii) your breach of any provision in these Terms, (iii) any of your representations or warranties made herein, or (iv) your violation of any law or rights of any third party. We will have the option to assume the exclusive defense and control of any action to which HAWKERS is named a party, and you agree to cooperate with us in asserting any available defenses we find appropriate. NOTHING STATED IN THESE TERMS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS.
The express responsibilities set forth herein are the only responsibilities of HAWKERS to you in respect of the Website and the Service, and we have no other responsibilities to you with respect to the Service. You acknowledge that HAWKERS has no duty to take any action regarding: (a) which users access the Service; (b) what Content you access via the Service; (c) what effects Content may have on you; (d) how you may interpret or use the Content; or (e) what actions you may take as a result of having been exposed to the Content. Moreover, you understand and agree to the below-stated warranty disclaimers and limitations of liability. The laws of certain countries and jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain liabilities or damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
10.1 Warranty disclaimers.
YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND ALL INFORMATION AND CONTENT WE PROVIDE THROUGH IT: (1) ARE PROVIDED TO YOU ON “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASES; (2) MAY INCLUDE ERRORS AND INACCURACIES; AND, (3) ARE OFFERED TO YOU WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OPERABILITY, FUNCTIONALITY, COMPLETENESS, SATISFACTORY QUALITY, AND ACCURACY. MOREOVER, WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICE WILL: (A) BE UNINTERRUPTED, UNCOMPROMISED, OR FREE FROM TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS; (B) BE FREE OF HACKING, INTERFERENCE, STATIC, VIRUSES, TROJAN HORSES, WORMS, MALWARE, OR OTHER HARMFUL COMPONENTS; (C) BE SECURE AND AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) BE CURED OR CORRECTED OF ALL ERRORS AND DEFECTS EVEN IF HAWKERS IS AWARE OF THEM; AND, (E) MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
10.2 HAWKERS liability is limited.
You agree, to the maximum extent permitted under applicable law, not to hold HAWKERS or any of our shareholders, officers, directors, employees, agents, representatives, suppliers, partners, affiliates, or licensees responsible or liable for any damages or remedies of any kind arising from your use of the Service, or from a delay or inability to access or use the Service (including, but not limited to, your reliance upon third party information, content, user content, reviews and opinions appearing on the Service, viruses, errors, linked sites, properties, products and services obtained through the Service) including but not limited to any direct, indirect, incidental, special, exemplary, punitive, lost profits, lost goodwill, lost data, waste of expenditures, cost of substitute, and consequential damages, even if we were expressly advised about the possibility of such damages. To the extent HAWKERS or any of our officers, directors, employees, agents, representatives, suppliers, partners, affiliates, or licensees can be or is found liable for any loss or damages of any kind arising from your use of the Service, or the Content, such liability is expressly excluded to the fullest extent permitted by law; and, in any event the total of any such liability shall be limited and capped in aggregate to the greater of (a) reimbursement of the total fees paid to HAWKERS by you (if any), or (b) a maximum of one hundred U.S. Dollars (US$100). In cases where applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, HAWKERS’s liability will be limited to the fullest extent permitted by applicable law.
11. Dispute resolution system.
11.1 Governing law.
These Terms are made in, entered into, governed by, and will be construed in accordance with the laws of the Californa, United States of America, without resort to its conflict of laws provisions, and with exclusion of application of the Vienna Convention on the International Sale of Goods.
ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND HAWKERS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT HAWKERS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/aaa/faces/rules/searchrules/rulesdetail?doc=ADRSTAGE2021424). The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Los Angeles, California, United States, unless you and HAWKERS otherwise agree in writing. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding.
11.3 Irreparable harm.
Notwithstanding Section 11.2, you acknowledge that unauthorized use of the Service or Content or other breach of these Terms could result in immediate and irremediable damage to HAWKERS, and that money damages alone would be inadequate to compensate HAWKERS. Therefore, in the event of your breach or threatened breach of any provision of these Terms, HAWKERS may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or compelling specific performance.
12. General provisions.
12.1 Relationship of the parties.
No agency, partnership, joint venture, or employment relationship is created or exists between you and HAWKERS or our affiliates unless expressly stated in another agreement.
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. For any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. However, such waiver of any provision of these Terms shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms herein.
12.3 Entire Agreement.
These Terms constitute the full agreement in respect of your use of the Website and the Service, and supersede any other communication, understanding or agreement between you and HAWKERS concerning the Website and the Service.
If any provision of these Terms is deemed to be unenforceable or invalid by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that these Terms will otherwise remain in full force and effect.
You may not assign or transfer the Terms or any licenses and rights discussed herein, without our prior written consent. Any attempt by you to assign, transfer, delegate or sublicense the Terms, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate or sublicense the Terms or any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
12.6 Force majeure.
Neither of the parties hereto will be deemed to be in violation or breach of contract if performance of the obligations required by the Terms is delayed or rendered impossible because of any natural disaster, war, terrorist act, earthquake, fire, thunder, lightning, typhoon, tsunami, hurricane, flood, strike, sickness, accident, civil commotion, epidemic, act of government, act of God, rebellion, revolution, riots, explosion, marine accident, strike, lockout, labor dispute, shortage or regulation of energy supply or materials, or other unforeseen event that is beyond the control of either party hereto.
All notices we are required to give you may be delivered electronically by email or through the Service. Unless you indicate otherwise prior to our sending of the notice, we may send email notices to your last-supplied email address or the email address that is linked to your user profile. Notices we send you will be deemed delivered when emailed or transmitted by us.
All notices, approvals, requests or demands you make to HAWKERS, shall be in writing, and shall be sent by express courier as follows: HAWKERS INC , 601W 5th STREET, 8th FLOOR, LOS ANGELES 90071 CALIFORNA, USA.
12.8 All rights reserved.
All rights not expressly granted to you herein are reserved and not waived. We reserve the right to enforce our rights to the fullest extent permitted under the laws of any relevant jurisdiction, including criminal prosecution where available.