Set forth below are the Terms and Conditions which will govern all sales of any product sold by Kidnamo, LLC, dba Kidfocus (“Product”) to any buyer registered on this site (“Buyer” or “You”). Reference to both Kidfocus and Buyer shall be stated as “the Parties.”
By using this website, opening an account hereon, or placing an order through the site, you agree to be bound by the following terms and conditions with regard to all activity conducted with Kidfocus. Kidfocus maintains the right to modify these terms and conditions at any time, and you understand that it is your responsibility to review this section from time to time, and you will be bound by changes.
1. Territory: Buyer shall have the non-exclusive right to sell the Product in the United States only. Buyer specifically agrees not to sell any Product outside the Territory directly or indirectly, or in such a manner under which it reasonably should know that the Product will be sold outside the Territory. Violation of this section may result in immediate termination of the Buyer’s account, in the sole discretion of KidFocus.
2. Orders and Delivery. Unless otherwise stated, all Product Orders shall be placed with a lead time as stated on the Product pages, as measured from the date of your Order Confirmation. A subsequent notice will be sent once your order has shipped. All fulfillment shall be done on a best efforts basis, and Kidfocus makes no warranty of any exact delivery date. Once the Order Confirmation is sent, all orders are non-cancelable and non-refundable. Once order is received, Kidfocus will not grant return authorizations or refund payment unless it determines, at its sole discretion, that the Buyer has made a clear demonstration that goods delivered were substantially defective and unsaleable prior to shipment.
3. Product Pricing and Payments. Pricing shall be as shown on the Order Confirmation. No variations, discounts, allowances, markdowns, price reductions or withholdings will be applied. All payments shall be made in advance by credit card. Deposits made on pre-orders shall be non-refundable after a 72-hour grace period, unless Kidfocus is unable to deliver the Product in a timely manner, in which case Kidfocus shall refund the deposit, with no other obligations between the parties.
4. Promotion and Advertising. Buyer shall be responsible for the timeliness and appropriateness of all marketing and promotional activities it chooses to run. MGA Entertainment, Inc. may provide reasonable input on such activities from time to time as agreed by the Parties, and retains the right to approve advertising before it is placed, and to have Buyer withdraw any advertising or marketing that, in the sole judgement of Kidfocus, does not present to Products in their best light.
5. Intellectual Property: Buyer hereby acknowledges and agrees that all trademarks, trade names, trade dress, copyright, and other intellectual property elements comprising or associated with the Product shall be the sole and exclusive property of MGA Entertainment, Inc., and as a registered account with Kidfocus, Buyer is granted the limited, non-exclusive right in the Territory to use such intellectual property in relation to the importation, distribution, marketing and sale of Products in the Territory during the Term.
6. Warranties: Kidfocus represents and warrants that the Product is designed and manufactured to be free or defects and suitable for use as described and instructed, properly marked and shipped, tested, and is reasonably compliant with all standards in force in the Territory.
7. Supersession and Waiver. This letter agreement shall serve to replace any and all related existing agreements between the parties.
8. Choice of Law and Venue. This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the internal laws of the State of California, without regard to its conflict of laws principles. The Parties consent to personal jurisdiction in the State of California and waive their rights to contest jurisdiction.
9. Assignment. Buyer agrees not to assign, transfer, or delegate its duties under this Agreement, in whole or in part, without the prior written consent of the Kidfocus.
10. Relationship. The Parties are hereby creating an independent, arms-length relationship and nothing contained in this Agreement will be construed to make them partners, joint venturers, principals, agents, or employees of the other. Neither Party will have any right, power or authority, express or implied, to bind the other.
11. Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision will be limited or excluded from this Agreement to the minimum extent required, and the balance of the Agreement will be interpreted as if such provision was so limited or excluded and will be enforceable in accordance with its terms.
12. Waivers. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion, and no delay or omission by either Party to exercise any right or power it has under this Agreement will be construed as a waiver of such right or power.
13. Entire Agreement; Modifications. This Agreement contains the entire understanding of the Parties regarding its subject matter. No modification, amendment, supplement to, or waiver of this Agreement or any of its provisions or parts will be binding upon the Parties unless made in writing and signed by an authorized representative of the Parties.
14. Survival. Any rights or obligations under this Agreement which by their nature continue after the termination of this Agreement shall survive the termination hereof, whether by lapse of time, notice by a party, operation of law or otherwise.