REVISED: March 1, 2022
The following Terms and Conditions (“Terms”) apply to your access or use of the Wakou USA, Inc.’s website and the content and features therein made available by Wakou USA, Inc. (collectively, the “Websites”). “Wakou,” “we” “us,” or ”our” mean Wakou USA, Inc. (“Wakou”). The terms “User,” “you” or “your” mean any all visitors, users and others who access or use of the Websites. These Terms incorporate Wakou’s standard policies, procedures, and terms and conditions for access to and use of the Websites that are referenced by name or by links in the Terms, including Privacy Policies (collectively, the “Wakou Policies”).
1. Acceptance of the Terms
By accessing to or using the Websites, (1) you acknowledge that you have read, understand, and agree to be bound by the Terms, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Websites. THESE TERMS CONTAIN, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. If you disagree with any part of the Terms, then you may not use or access to the Websites.
2. Convenience and Information Only (Disclaimer of Warranty)
The Websites are provided to you as a convenience and for your information only. By merely accessing to or using the Websites, Wakou does NOT warrant or represent that: (a) any materials, documents, images, graphics, logos, design, audio, video and any other information provided on the Websites (collectively, the “Contents”) is accurate or complete; (b) the Contents are up-to-date or current; (c) Wakou has any obligation to update any Contents; (d) your access to the Websites will be free from interruptions, errors, computer viruses or other harmful components; and/or (e) any information obtained in response to questions asked through the Websites is accurate or complete. The Websites, products, and materials contained in or accessed through the Websites, are provided to User on an “as is” basis and without warranty of any kind. Wakou expressly disclaims all representations, warranties, conditions, or indemnities, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranty arising from a course of dealing, performance, or trade usage.
4. Communications with Wakou
5. Modifications to Websites
Wakou may update or revise the Terms (including any Wakou Policies), in its sole discretion, at any time, without notice or any liability to you. You agree that you will review the Terms periodically. You are free to decide whether or not to accept a modified version of the Terms. If you do not agree to the Terms or any modified version of the Terms, you must terminate your access to and use of the Websites. Continued use of the Websites following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Websites.
6. Intellectual Property Rights
The features, information, and materials provided and depicted through the Websites, including Wakou’s company logo and company name, are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Websites (collectively, the “Wakou’s Content”) are provided to User by Wakou or its licensors solely to support User’s permitted use of the Websites. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Websites or the Wakou’s Content by User shall constitute a material breach of these Terms. Wakou and its licensors retain all rights in the Websites and Wakou’s Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights.
You agree to defend, indemnify and hold harmless Wakou and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (collectively, the “Wakou’s Affiliates”), from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Wakou, directly or indirectly, with respect to or arising out of your breach of these Terms, or your violation of any law or the rights of a third-party.
8. Limitation of Liability
In no event shall Wakou and the Wakou’s Affiliates be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of our Websites.
9. Third-Party Websites
The Websites may contain links to third-party web sites or services that are not owned or controlled by Wakou. Such links are provided for User’s reference only, and Wakou has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Wakou shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
10. Arbitration Agreement, Class Action Waiver, and Forum Selection Clause
You agree that any and all controversies, disputes, demands, claims, or causes of action between you and the Wakou and the Wakou’s Affiliates shall exclusively be settled through binding arbitration. You are, thus, agreeing to GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court.
Arbitration shall be subject to the Federal Arbitration Act and not any state or provincial/territorial arbitration law. The party filing a Claim in arbitration must choose one of the following two arbitration administrators: American Arbitration Association (“AAA”); or JAMS (“JAMS”), both of which are independent from us. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Claims will be resolved by a single, neutral arbitrator, who will be either a lawyer with at least twenty years of experience or a retired or former judge. Arbitrator’s decisions are as enforceable as any court order and are subject to very limited review by a court.
You and Wakou agree that: (1) ANY CLAIMS BROUGHT BY YOU OR WAKOU MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; and (2) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief;
In the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Wakou will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law. Each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law. If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein.
Notwithstanding the foregoing, claims of defamation, infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Orange County, California. For more information on AAA or JAMS, the Rules and Procedures, or the process for filing an arbitration claim, you may use the following contact information:
11. Choice of Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, except for the Arbitration provisions in Section 10.
If any provision of the Terms is held to be invalid or unenforceable by a court, the remaining provisions of the Terms will remain in effect.
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All Rights Reserved.