תנאי שימוש

This Agreement was last modified on April 2019

These terms and conditions (i.e. the Terms) govern your purchase of the Products (as defined below). Please read these Terms carefully.By placing an Order (as defined below) on the Website or by making a purchase of Products through the Website, you are agreeing to be bound by these Terms. If you do not agree to all of the terms of these Terms, you must not place an Order on the Website nor make a purchase of Products through the Website. This is a contract between (a) you (i.e. the Customer); and (b) Melcom , an Israeli company.
INTERPRETATION
1.1 In these Terms:“Acceptance” or “Accept(s)” means Melcom accepting an Order from a Customer after having received such Order, by issuing the said Customer an Acceptance Email or other means of acceptance (including as set out in these Terms).

“Acceptance Email” means an electronic mail issued by Melcom to a Customer, Accepting the Customer’s Order.

“Acknowledgement” means an acknowledgement from Melcom, whether on the Website, by an email to the Customer and/or by any other means as determined by Melcom, acknowledging the Customer’s Order.

“Customer” means the person who Orders or purchases Product(s) from Melcom through the Website.

“Customer Data” means all data including personal data that the Customer may provide or send to Melcom or that Melcom may receive from the Customer in the course of Melcom dealing with the Customer’s Order and performance of the Contract. This includes personal data of Recipients that are provided by the Customer.

“Customer Personal Data” means personal data that is comprised in Customer Data.

“Customer’s Provisions” is defined at clause [2.5].

“Contract” means the contract for the sale by Melcom and purchase by the Customer of the Product(s) that had been Ordered by the Customer and Accepted by Melcom, with the terms of the Contract being these Terms.

“Delivery Address” means the address for delivery of the Ordered Products as provided or specified by the Customer for the Order.

“Delivery Date” means the delivery date of the Product(s) as stated on the Acceptance Email, which may include a range of dates for such delivery, or such other date as may be subsequently agreed to by the Parties.

“Delivery Due Date” means, in the range of dates provided as the Delivery Date, the last date specified in that range.

“Delivery Expense” is defined at clause [6.1].

“Melcom” means Melcom an Israeli company.

“Final Price” means the Price of the Products with Delivery Expense added to it.

“Guidelines” means any and all additional terms, guidelines, policies and/or rules prescribed or issued by Melcom with respect to the Order, the purchase of the Products by the Customer, the delivery of the same, and/or any other matters related to the Order or the Products, whether existing now or issued by Melcom at a future date, and which forms part of these Terms between Melcom and the Customer and that may be posted by Melcom on the Website, including any revised or amended version of the same as issued by Melcom from time to time and that may be posted on the Website. Such revised or amended version of the same shall apply to the Customer and the Customer is deemed to have accepted the same, from the time it is published on the Website.

“Intellectual Property Rights” or “IPR” means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trademarks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.

“Option” is defined in clause [4.3].

“Order” means the action of the Customer in placing an order for Product(s) from the Website, such as by submitting a request to purchase the Product(s) through the Website, whether by clicking the “Place an Order” (or words to similar effect) button on the Website or completing the Website ordering process for the Product. “Ordered” shall be construed accordingly.

“Parties” or “parties” mean Melcom and the Customer.

“Pending Product” is defined in clause [4.3].

“Personal Data” or “personal data” means data, whether true or not, about an individual who can be identified (i) from that data; or (ii) from that data and other information to which the organisation has or is likely to have access.

“Price” means the price of the Product(s), as computed in the manner as set out in these Terms and in clause [4.2].

“Privacy Policy” means Melcom’s privacy policy which describes how Melcom handles personal data including setting out the Purposes, which may be found at: Contact us

“Product(s)” means the product or products (including any installment of the products or any part of them) Ordered by the Customer and/or described in the Acceptance Email.

“Purposes” means the purposes of collection, use, disclosure and/or processing of an individual’s personal data as set out in the Privacy Policy.

“Recipients” means addressee(s) and/or recipient(s) of Ordered Product(s). Such Recipients could be the individual representative of a Recipient that is a corporation or be the actual recipient where the Recipient is an individual or any individual who receives the Product(s) at the delivery destination.

“Specifications” means the description of the Product(s), as found on the Website.

“Terms” means the terms and conditions of sale set out in this document.

“Website” shall mean the website of https://watchmykidpro.com/ or such other website operated by Melcom, by which the Product(s) are presented for browsing by a Customer, for the Customer to Order.

1.2 Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

BASIS OF PURCHASE
2.1 The Website is intended for Customers who are at least 18 years of age. Orders are to be only placed by an individual who is at least 18 years of age. By placing an Order, the Customer declares that he is 18 years of age and above.

2.2 When the Customer makes an Order, the Order constitutes an offer by the Customer to Melcom for Melcom to sell the Product(s) Ordered, based on and subject to these Terms. Under no circumstances does an Order in itself amount to a Contract. All Orders shall be subject to Acceptance by Melcom. No Contract for any Order is formed or concluded, unless and until Melcom Accepts the Order in question. Until a Contract for an Order is formed, no Order is binding on Melcom. Melcom is under no obligation whatsoever to the Customer to Accept any Order. For the avoidance of doubt, neither the processing of payment by Melcom of an Order nor the sending of an Acknowledgement by Melcom to the Customer, shall in itself/themselves constitute Acceptance of the Order by Melcom.

2.3 These Terms and any Guidelines shall apply to the Order for or purchase of any Products by the Customer from Melcom through the Website.

2.4 The Parties acknowledge that a Contract is formed and is legally binding on the Parties only upon the satisfaction of the following events in the order as set out below:

(a) The Customer makes an Order; and

(b) Melcom Accepts the Order.

2.5 These Terms including Guidelines shall apply to the Contract to the exclusion of any other terms and conditions which the Customer may purport to apply in any way whatsoever including but not limited to under any provisions included under any order, offer, Customer’s purchase order, email or any other document (the “Customer’s Provisions”). For the avoidance of doubt, the Customer acknowledges and agrees that Melcom shall not be bound by any of the Customer’s Provisions.

2.6 Without prejudice to the fact that these Terms may under law have already formed part of a binding contract with the Customer prior to dispatch or delivery of the Ordered Products, notwithstanding that Melcom has not sent the Customer an Acceptance by way of email, dispatch or delivery of the Ordered Products by Melcom, shall be deemed conclusive evidence of a Contract having already been formed between Melcom and the Customer for the Products in question.

2.7 These Terms may be amended or supplemented from time to time by Melcom at its sole discretion, by posting revisions or a revised/amended set of the Terms on the Website. Such amended Terms shall become legally binding upon the Customer upon their posting on the Website.

SPECIFICATIONS
3.1 The description of the Product(s) shall, subject as provided in these Terms, be as specified in any applicable Specifications for the Product(s).

3.2 While Melcom takes reasonable care to ensure that the Specifications are reasonably accurate, such Specifications, subject to certain exceptions such as pricing information, are based on data provided by Melcom’s suppliers. Therefore, Melcom shall not be liable for any and all errors in the Specifications. Melcom makes no warranty or guarantee as to the accuracy of the Specifications for the Product(s). Without prejudice to the generality of the foregoing, the Customer acknowledges that all images, photographs or videos of the Products presented, showcased, displayed, broadcasted and made available on the Website are for illustrative purposes only.

3.3 The Customer acknowledges and agrees that any description given of or applied to the Product(s) by Melcom :

(a) is only for the purpose of identifying the Product(s);

(b) shall not make the Contract a sale by description; and

(c) is not relied on by the Customer when entering into the Contract.

3.4 Subject to the foregoing, in an event of erroneous Specifications, Melcom encourages the Customers to report such errors to Melcom at Contact us To the extent not prohibited by applicable law, Melcom expressly disclaims liability for all errors and omissions in the Specifications.

3.5 The availability of the Products presented on the Website depends on availability of stock and Melcom does not guarantee the availability of the Products.

PRICE OF THE PRODUCT(S)
4.1 While Melcom shall use reasonable effort to ensure that the Price of the Product(s) detailed on the Website is correct, Melcom reserves the right to vary the Price of the Product(s) on the Website, at any time and without notice.

4.2 The Price of the Product(s) are exclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Product(s) to the Delivery Address including being exclusive of any duties, impositions, levies, import taxes or related custom fees, all of which shall be additionally payable by and be the responsibility of the Customer.

4.3 After an Order has been made by a Customer, if Melcom decides that the price of the Product(s) ordered by the Customer, is higher than what is reflected on the Website or that Melcom in fact intended/intends to sell the Product(s) at a higher price (the “Pending Product”), Melcom will inform the Customer of such, and provide the Customer with an option to either confirm or reject that part of the Order relating to the aforementioned Product(s) (the “Option”). The process shall be as follows:

(a) If the Customer confirms that the Customer wishes to purchase the Pending Product at the higher price than what was stated on the Website at the time of the Order, the Customer authorizes Melcom to charge the Customer the higher price.

(b) If the Customer notifies Melcom that the Customer does not wish to purchase the Pending Product at the higher price than what was stated on the Website at the time of the Order, Melcom shall reject that part of the Order or the whole Order, as the case may be relating to the Pending Product. If payment by the Customer had already been made for the Pending Product, then Melcom shall refund such payment made by the Customer for the Pending Product. This is without prejudice to Melcom being able to Accept that part of the Order for other Products for which there was no such disparity in price and when Accepted by Melcom, a Contract shall be formed between Melcom and the Customer for such other Products in that Order.

(c) If the Customer does not exercise the Option under subclause (a) or (b) above within 5 days from Melcom notice to the Customer to either confirm the order for the Pending Product at the higher price or to retract the Customer’s order for the Pending Product, Melcom shall have the right to then decide to Accept the order to purchase the Pending Product at the Price stated on the Website at the time of the Order or to reject the Customer’s order to purchase the Pending Product.

4.4 In the event that a Product is mispriced, Melcom may, at its own discretion, either contact the Customer for instructions or cancel the Customer’s Order, without incurring any liability to the Customer.

MAKING OF ORDERS
5.1 By making an Order, the Customer agrees to pay the Final Price for the Products Ordered, in accordance with these Terms. Upon making an Order, the Customer authorizes Melcom to charge the Customer the Final Price, without prejudice to clause [2].

5.2 Upon receipt of an Order from a Customer, Melcom may send the Customer an Acknowledgement of the Order.

5.3 Melcom has absolute discretion to Accept an Order or to reject an Order, for any or no reason whatsoever. For the avoidance of doubt, Melcom shall not incur any liability to the Customer arising from Melcom rejection of the Customer’s Order. Should Melcom choose to Accept the Order, Melcom shall (but is not obliged to) send an Acceptance to the Customer, subject to clause [2.6]. Should Melcom choose to send an Acceptance by way of an Acceptance Email, such Acceptance Email may include (as determined or modified by Melcom at its discretion):

(a) the Product(s) purchased by the Customer and Price. In the event that clauses [4.3] or [4.4] applies, details of the aforesaid;

(b) details of the Customer such as the Customer’s name, contact details, Delivery Address;

(c) details of the Delivery Date; and

(d) other details relating to the Order, which may include but is not limited to, delivery instructions provided by the Customer and notice of the unavailability of certain Product(s).

5.4 Where an Order is made and the Product(s) is unavailable:

(a) if Melcom does not wish to Accept the Order (such as because the Product is out of stock and will no longer be offered for sale by Melcom, or for any other reason) and the Customer has already made payment for the Product, Melcom shall refund the monies paid by the Customer for that Product; or

(b) because it is temporarily out of stock, the Customer will have a choice to either cancel part of the Order which contains the unavailable Product(s), or to accept any delay in the delivery of the Product(s) as may be specified by Melcom.

5.5 Melcom reserves the rights to set the rules and policies regarding the payment methods and to make changes from time to time to such rules and policies. The payment for Products purchased from the Website by any Customer may be made via any methods that may be permitted by Melcom.

DELIVERY AND REFUND POLICY
Delivery

6.1 Airfreight, shipment and/or delivery of the Product(s) shall be wholly at the Customer’s expense (“Delivery Expense”). Such Delivery Expense will be factored into the Final Price when a Customer places an Order.

6.2 Melcom shall use best endeavors to deliver the Product(s) within or by the Delivery Date. Should Melcom fail to deliver the Product(s) by the Delivery Due Date, Melcom shall use best endeavors to deliver the Product(s) as soon as reasonably practicable thereafter. For the avoidance of doubt, the Delivery Date and/or the Delivery Due Date are no more than an estimate, and time shall not be of the essence. Notwithstanding anything that may be to the contrary, Melcom shall not be liable for any delay in delivery howsoever caused.

6.3 Melcom is not responsible for delays caused by the customs department in customer country. For further details, customers are asked to contact their local customs offices.

Refund

6.4 The Customer (if a consumer) may reject Product(s), which are defective or do not conform with the Contract, in accordance with applicable Israeli law relating to such matter.

6.5 The Customer acknowledges and agrees that Melcom only provides warranties related to the quality of the Products that are expressly mandated and required by applicable law. All other conductions or warranties are expressly excluded by Melcom.

6.5 In case a customer wants to return Product(s) conformed with the Contract, the customer is asked to contact the customer service at https://watchmykidpro.com/contact/ to know the procedures to follow. Please do note that the customer will be asked to fully pay for returning the product. Melcom will not compensate the returning shipping price paid by the customer.

RISK AND PROPERTY
7.1 Risk of damage to or loss of the Product(s) shall pass to the Customer immediately upon delivery of the Product(s) to the Customer, or if the Customer wrongfully fails to take delivery of the Product(s), the time when Melcom has tendered delivery of the Product(s).

7.2 The title in the Product(s) shall remain with Melcom until Melcom receives full payment of the Final Price for the Product(s).

7.3 Until such time as the title in the Product(s) passes to the Customer, Melcom shall be entitled at any time to demand the Customer to delivery up of the Product(s) to Melcom and in the event of non-compliance Melcom reserves the right to take legal action against the Customer for the delivery up of the Product(s) and also reserves the right to seek damages, expenses and all other costs including but not limited to legal fees against the Customer.

7.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Product(s) which remain the property of Melcom. If the Customer does the foregoing, all moneys owing by the Customer to Melcom shall, without prejudice to any other right or remedy of Melcom, forthwith become due and payable.

7.5 If any or all of the provisions in this clause [7] are not in accordance with any laws of the country in which the Product(s) are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this clause [7], and the Customer shall take all steps necessary to give effect to the same.

7.6 The Customer shall indemnify Melcom against any and all losses, damages, costs, expenses, and/or legal fees incurred by Melcom in connection with the assertion and enforcement of Melcom rights under this clause [7].

8 FORCE MAJEURE

Without prejudice to clauses [7] and [10] , Melcom shall have no liability to the Customer whatsoever if it is prevented from or delayed in performing its obligations or delivery of the Ordered Products, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Melcom or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or default of suppliers or sub-contractors. This clause shall not apply to the Customer’s obligation to pay the Final Price.

TERMINATION
9.1 Melcom shall be entitled to immediately terminate the Contract if:

(a) the Product(s) specified in the Order is unavailable for any reason;

(b) the Customer is in breach of any obligations of these Terms;

(c) the Customer is in breach of the payment obligations under the Contract; or,

(d) there is an occurrence of any event in which Melcom, at its sole discretion, deems the Customer as being unable to fulfil any payment obligations under the Contract,

without prejudice to the rights or remedies available to Melcom at law or under this Agreement. For the avoidance of doubt, the Customer agrees that Melcom shall not incur any liability to the Customer whatsoever arising from such termination.

9.2 Upon termination of the Contract in accordance with these Terms, all obligations of Melcom under the Contract shall immediately cease and Melcom shall no longer be bound by such obligations. Without prejudice to the aforesaid, termination of the Contract shall be without prejudice to the liabilities of the Customer to Melcom that have accrued up to the date of termination.

EXCLUSION OF LIABILITY
10.1 Notwithstanding anything herein stating to the contrary, under no circumstances shall Melcom be liable (i) for any loss of profit, business, contracts, revenues, or anticipated savings or (ii) for any special, indirect or consequential damages of any nature whatsoever.

10.2 Under no circumstances shall Melcom be liable for any losses or damages arising due to the Customer’s improper use of the Product(s) including without limitation due to a modification of or alteration to the Product(s) not authorized by Melcom.

10.3 The Customer acknowledges that the Product(s) are manufactured by third parties and not by Melcom, and unless prohibited by applicable law the Customer accepts and acknowledges that Melcom shall not be liable for any losses or damages suffered by the Customer arising from the Customer’s use of the Product(s), unless such loss or damage to the Customer arises out of a negligent act of Melcom.

10.4 Without prejudice to clauses [10.1] to [10.3], in no event shall Melcom total and cumulative liability for all losses or damages arising out of or in connection with the Contract exceed the Price actually paid to and received by Melcom under the Contract.

10.5 No action may be brought under the Contract by the Customer against Melcom more than 1 year after its termination or from the actual delivery of Product(s) to the Customer, whichever happens first, or in the event of default by Melcom, more than 1 year after the occurrence of such default.

10.6 To the extent permitted by applicable law, Melcom shall not incur or accept any liability concerning any representation made by Melcom (or made on Melcom’ behalf) to the Customer (or any person acting on behalf of the Customer) prior to the making of the Contract where such representation was made or given in relation to the Conditions. “ Conditions” shall mean (i) the correspondence of the Product(s) with any description; (ii) the quality of the Product(s); and/or (iii) the fitness of the Product(s) for any purpose(s) whatsoever (whether made known to Melcom or not).

10.7 All terms, conditions or warranties implied by statutory or common law relating to the Conditions are excluded from the Contract to the fullest extent permitted by law.

10.8 Melcom shall further be under no liability in respect of:

(a) any allergies or other health or medical condition suffered by a Customer; and

(b) any defect to any Product, arising from unsuitable or improper use, defective installation or commissioning by the Customer or third parties, fair wear and tear, willful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow instructions (whether oral or in writing) misuse or alteration or repair of the Product, addition and insertion of parts, in particular of spare parts which do not come from Melcom or without the approval of Melcom.

SURVIVAL AFTER TERMINATION OR EXPIRATION
Any termination of the Contract (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

INTELLECTUAL PROPERTY
The Customer acknowledges that Melcom or third parties (as the case may be) own all rights, title and interest in the Intellectual Property Rights to the Website and the contents therein, and the Customer shall not do or permit any act which is directly or indirectly likely to prejudice the rights, title or interest of the said rightful owner(s) in and to any of the aforesaid. Unless otherwise expressly permitted by mandatory applicable laws, the Customer agrees not to modify, adapt, translate, prepare derivative works from, or decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website. Without prejudice to the generality of the foregoing, the Customer shall not use in any way and shall not reproduce any trade marks that are associated with Melcom and/or that the Customer has sight of when accessing and using the Website without the prior written consent of Melcom. Except as expressly stated in these Terms, these Terms do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Website and/or the contents therein.

PERSONAL DATA
13.1 The Customer acknowledges that in order for Melcom to deal with the Order, Melcom would need to process the personal data of Customer and any relevant third parties. By entering into a Contract, the Customer agrees to the terms in the Privacy Policy found on the Website at Contact us and on how the Customer’s personal data may be collected, used and/or disclosed as set out in the Privacy Policy. For the avoidance of doubt, this clause is subject to and does not derogate from the Customer’s rights under applicable data protection law.

13.2 The Customer hereby grants Melcom a non-exclusive, irrevocable, worldwide and perpetual license to use, process, disclose, reproduce, backup, modify, adapt and deal in the Customer Data for the purpose of this Agreement and for the Purposes.

13.3 The Customer represents and warrants that:

(a) for Customer Personal Data that the Customer will be disclosing or discloses to Melcom, that the Customer would have prior to disclosing such personal data to Melcom obtained consent from the individuals whose personal data are being disclosed, to:

(i) permit the Customer to disclose the individuals’ personal data to Melcom for the Purposes; and

(ii) permit Melcom to collect, use, disclose and/or process the individuals’ personal data for the Purposes, including disclosing the said personal data to Melcom third party service providers or agents, which may be sited outside of Israel, for the Purposes and such third party service providers or agents of Melcom processing their personal data for the Purposes;

(b) any personal data of individuals that the Customer will be or is disclosing to Melcom are accurate; and

(c) for any personal data of individuals that the Customer will be disclosing or discloses to Melcom, that the Customer is validly acting on behalf of such individuals and that the Customer has the authority of such individuals to provide their personal data to Melcom and for Melcom, its third party services providers and agents to collect, use, disclose and process such personal data for the Purposes.

GOVERNING LAW AND DISPUTE RESOLUTION
The Contract shall be governed by the laws of Israeli. The Parties hereby submit to the non-exclusive jurisdiction of the Israel courts.

GENERAL
15.1 The Customer shall not assign, transfer, charge or otherwise deal with the Contract or any obligation under the Contract, without the prior written consent of Melcom. Melcom may at its absolute discretion assign, transfer, charge or otherwise deal with the Contract or any obligation under the Contract, without the prior written consent of the Customer. Without prejudice to the generality of the aforesaid, Melcom may at its absolute discretion sub-contract its obligations under the Contract at any time and Melcom shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under the Contract through any of its related corporations.

15.2 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its address or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

15.3 No waiver by either party of any breach of the Contract by the other party shall be valid unless it is in writing. No such waiver by either party shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.4 If any provision of these Terms is held by the courts to be invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby.

15.5 Unless otherwise stated, the provisions of the UN Convention on Contracts for International Sale of Products (Vienna, 1980) shall not be applicable to the Contract.

15.6 The Contract contains the whole agreement between the Parties in respect of the subject-matter of the Contract and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject-matter. The Parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract.

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