Last Updated: May 24, 2018
1. Definitions, Interpretation and Preliminary Matters
1.1. Preliminary Matters:
1.1.1. This Agreement (“Agreement”) is a legally binding contract that governs all interactions between you and Labworks International Design Ltd. (“Labworks,” “we” or “us”), including the sale of Products, placement of orders, shipping and use of the Labworks Website. You may not use the Labworks Website unless and until you understand and have agreed to this Agreement.
1.1.2. You can confirm your understanding of this Agreement and agree to this Agreement by clicking on a link on the Labworks Website stating that you understand and agree to this Agreement, or by checking a box on the Labworks Website stating that you understand and agree to this Agreement, or by continuing to view or use the Labworks Website, or by placing an order on the Labworks Website which is accepted by Labworks.
1.1.3. You should print this Agreement or save a copy of it for your reference.
1.2. Definition of Terms in this Agreement:
1.2.1. “Affiliate” of Labworks means any subsidiary (including partial subsidiaries or indirect subsidiaries via multiple levels of ownership) of Labworks, any holding company (including companies holding only part of Labworks or indirect holding companies via multiple levels of ownership) of Labworks, and any subsidiary (including partial subsidiaries or indirect subsidiaries via multiple levels of ownership) of a holding company (including companies holding only party of Labworks or indirect holding companies via multiple levels of ownership) of Labworks and any entity under 50% or greater common control with Labworks.
1.2.3. “Labworks Website” means the website to which this Agreement is posted.
1.2.4. “Cookie” or “Cookies” means any cookie, data, software, website feature or programming used to track personal information, web browsing activities or to assist in serving advertising or customizing content or optimizing a website user’s experience.
1.2.5. “Labworks” means Labworks International Design Ltd., a Hong Kong Limited company with its principal place of business at Unit 2, 9/F, Block A, Yee Lim Industrial Center, 2-28 Kwai Lok Street, Kwai Fong, NT, Hong Kong.
1.2.6. “Online Retailer” means a third party which provides e-commerce services including payment processing, shopping carts, order fulfillment and web hosting to Labworks.
1.2.7. “Product” and “Products” means certain Catalyst products, as may be designated from time to time by Labworks.
1.2.8. “Shipper” means any third party common carrier package delivery service Labworks uses to ship orders, including the postal services of various countries.
1.2.9. “Submission” means any photograph, video, image, sound recording, or other media which is or could be the subject of intellectual property rights which is uploaded by you to the Labworks Website, including in the context of entering a contest, promotion or giveaway offered by Labworks.
1.2.10. “Catalyst Trademarks” means CATALYST®, EscapeCapsule®, the flame logo ®, "THE ONLY CASE YOU'LL EVER NEED", "ADVENTURE READY. EVERYDAY.", "OVERENGINEERED FOR DAILY USE", "WHERE RUGGED MEETS STYLE", "JOIN THE ADVENTURE", “TRUE SOUND ACOUSTICS”, “THE ULTIMATE CASE FOR THE ULTIMATE DEVICE,” and such other marks that Labworks owns or is authorized to use as identified from time to time by Labworks.
1.2.11. “You” or “you” or “your” means the Authorized Reseller agreeing to be bound by the terms of this Agreement.
1.2.12. Other terms may be defined in the body of the Agreement.
1.3. Interpretation of the Agreement:
1.3.1. As used in this Agreement, accounting terms not herein defined, and accounting terms partly defined but to the extent not defined, shall have the respective meanings given to them under Generally Accepted Accounting Principles.
1.3.2. The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.
1.3.3. Words of the masculine gender shall be deemed to include the feminine or neuter genders, and vice versa, where applicable.
1.3.4. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable, unless such interpretation would cause this Agreement to be interpreted in a manner contrary to the obvious intent.
1.3.5. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be understood to be followed by the words “without limitation.”
1.3.6. Any ambiguity or inconsistency in this Agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against Labworks by virtue of Labworks’s authorship of this Agreement.
2.1. Retention of Personal Information: To manage our relationship with you, we retains some of your personal information. Except as disclosed herein, we will not use, give, sell, license or allow third parties to access your personal information without your consent.
2.2. Order Information: Labworks requires certain personal information from you in order to process any order you place on our website. This information includes your name, e-mail address, shipping address, credit card number, expiration date and verification code and credit card billing address. Orders cannot be processed without this information. We also use this information to contact you to communicate about the status of your order (including confirmations and shipping notices) or about your satisfaction with the order process and the products you ordered.
2.3. Online Retailers: Labworks may use Online Retailers to process purchases you make via our website. These Online Retailers have access to and may store your billing information for their records and to bill you for your purchases. Although we makes commercially reasonable attempts to use trustworthy Online Retailers, we makes no warranty about the security of your billing information and disclaims any and all liability related to the failure of an Online Retailer to secure your billing information or to process your order correctly or to provide you with an error-free experience on its website.
2.4. Shippers: Labworks and its Online Retailers may use Shippers to ship orders to you. These Shippers have access to your shipping address and may store your shipping address information for their records. Although we makes commercially reasonable attempts to use trustworthy Shippers, we makes no warranty about the security of your shipping address information and disclaims any and all liability related to the failure of a Shipper (whether that Shipper is providing services to us or to an Online Retailer) to secure your shipping address information or to process your order correctly or to correctly guide you through the shipping experience. You can learn more about shipping of your order on our shipping page.
2.5. E-mail: Labworks uses e-mail as its primary means of communication with you. You must provide a valid e-mail address with any order and we will keep your e-mail address on file and associate it with any products you have purchased from us or registered with us. In addition:2.5.1. From time to time, we may e-mail you important information related to your account which is not in the nature of marketing. You may not opt out of these e-mails.
2.5.2. From time to time, we may e-email you marketing or promotional information related to our products or services or the products or services of other companies with whom we conduct business. You may opt into or out of these e-mails at any time.
2.6. Records: For legal and business purposes, Labworks maintains records of your transactions with us and your interactions with our website. We may use this information to optimize our business practices or send you marketing e-mails as mentioned in section 2.5.2. We may make such information available to third parties with whom we have contracted to provide business consulting services. If we provide such records to third parties for this purpose we will do so in a manner that does not connect your name or other identifiable personal information with your interactions with our website. We will not provide such records to third parties for those third parties’ own marketing purposes.
2.7. Registration: Some features of Labworks’ website require you to register a user name and password with the site. Some of this information is required and some is optional, but the more information you provide the better user experience and customer support we can provide to you. In addition, you are required to register to obtain a warranty on your Catalyst-branded products sold by us. Our e-mail communications to you may be tailored to your needs or interests according to the registration information you have provided to Labworks. Your registration information will be handled in accordance with section 2.5.
2.8. Privacy of Submissions and Content Entries: If you send (by uploading to our website or otherwise) a Submission to us, that submission is not private and we may use it in accordance with Section 3.2, including associating your name and location with the Submission. Entries in any contest, promotion or giveaway that we may offer may require you to provide additional personal information and you may receive e-mail or other contact from us regarding the contest. Contest entries are Submissions, are not private, and may be used in accordance with Section 3.2.
2.9 Other Information About You: When you access or use Labworks' website, we may receive additional information about you from your computer or mobile device or from your actions, including your location, IP address, browser, operating system, where you click on our website or the order of your clicks, how long you look at each page of our website, any advertising you may click on, and the page from which you arrived at our website. We may use that information to improve our products or services or website and will handle such information in accordance with this Agreement.
2.11.Third Parties: Labworks may offer services on our website that are provided by third parties or links to websites owned and operated by third parties (“Third Party Services”). Third Party Services are entirely the responsibility of those third parties and Labworks disclaims any and all liability related to and makes no warranty regarding Third Party Services. The terms and conditions, including with respect to your privacy and personal information, of Third Party Services are entirely governed by those third parties’ terms of service, warranties or other information or agreements as may be available from those third parties.
2.12.Other Disclosure of Personal Information: Labworks may disclose your personal information if we, in our sole discretion, believe it to be necessary (1) to comply with a court order, subpoena, discovery request, search warrant, administrative order, or other legal process, regardless of whether such response is legally necessary; (2) to ensure the public safety or the safety of other users of our website or our products; (3) to enforce this agreement or protect our rights or (4) in the event of a sale or transfer (whether or not for value) of Labworks’ assets or business to any legal successor in interest.
3. Intellectual Property
3.1. Labworks’ Intellectual Property: All intellectual property on our website is owned by Labworks, its Affiliates, its licensors, or used under license from third parties, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names (e.g. CATALYST, ESCAPECAPSULE, the flame logo, "THE ONLY CASE YOU'LL EVER NEED", "ADVENTURE READY. EVERYDAY.", "OVERENGINEERED FOR DAILY USE", "WHERE RUGGED MEETS STYLE", "JOIN THE ADVENTURE", “TRUE SOUND ACOUSTICS”, “THE ULTIMATE CASE FOR THE ULTIMATE DEVICE”) are owned, registered and/or licensed by Labworks. The design of Labworks’ products, our packaging, our website (including the graphics, their selection and arrangement), our branding and marketing and all text and know-how related thereto are covered by copyrights, trademarks, service marks, trade secrets or patents owned by Labworks or its Affiliates. All content on our website, including but not limited to text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content ("Content") is a collective work under copyright laws and is the proprietary property of Labworks. We reserves all rights to all intellectual property owned by Labworks or its Affiliates or its licensors or used under license from third parties.
3.1.1. Allowed Uses: You may electronically copy or print portions of this site for your own personal non-commercial use. Text and media identified within the press section of our site is free to use for editorial purposes, but Labworks must be informed of all such uses by e-mail at email@example.com. Other than as explicitly stated in this Agreement, you may not copy, use, modify, alter, adapt, display, stream, capture, decode, reverse engineer or derive any benefit (including non-commercial benefit) whatsoever from Labworks’ or its Affiliates’ intellectual property without Labworks’ express written consent.
3.1.2. Usage Guidelines: The following are trademarks or wordmarks owned by Labworks or its Affiliates, its licensors or used under license from third parties and are used under license: CATALYST, ESCAPECAPSULE, the flame logo, "THE ONLY CASE YOU'LL EVER NEED", "ADVENTURE READY. EVERYDAY.", "OVERENGINEERED FOR DAILY USE", "WHERE RUGGED MEETS STYLE", "JOIN THE ADVENTURE", “TRUE SOUND ACOUSTICS”, and “THE ULTIMATE CASE FOR THE ULTIMATE DEVICE”.
126.96.36.199. Fair Use: You may engage in “fair use” of our trademarks or wordmarks to (1) truthfully communicate your relationship to Catalyst-branded products or products purchased from Labworks, (2) truthfully communicate the role of Catalyst-branded products or products purchased from Labworks in creating any media you may have created using such products, (3) truthfully communicate that your product is compatible with Catalyst-branded products or products sold by Labworks, (4) comment on media produced with Catalyst-branded products or products sold by Labworks or (5) make factual statements about the Catalyst brand, Catalyst-branded products or products purchased from Labworks.
188.8.131.52. Commercial Use: You may approach Labworks about the commercial use of Labworks’ trademarks and wordmarks by e-mailing us at firstname.lastname@example.org.
184.108.40.206. Prohibited Use: You may not alter any of our trademarks or wordmarks without our express written consent. You may not use our logos without our express written consent. You may not use any of our trademarks or wordmarks or confusingly similar trademarks or wordmarks: (1) in the name of your own company, product or service name, (2) in any online identity, user name, URL, domain name, logo or avatar, (3) as your own advertising, (4) to create derivative wordmarks or trademarks, (5) to confuse (whether or not intentionally) your product, service or company with ours, (6) to falsely imply that you are related to, affiliated with, endorsed by, the same as or associated with us, (7) for any purpose which intends to or has the effect of diluting, destroying the goodwill of, tarnishing, reducing the value of our trademarks or workmarks or associating them with any illegal, unethical, immoral, obscene, pornographic, tortious or otherwise undesirable activity, (8) for any purpose related to the improvement of any URL’s or page’s search engine ranking or to manipulate search results, (9) as part of any product or service, for the purpose of obtaining your own rights, or (10) for the purpose of industrial espionage or to harm Labworks or its Affiliates in any manner.
220.127.116.11. Further Guidelines: You must always use the ™ or ® symbol as appropriate (as determined by the symbol we use on our own site with respect to the mark) when using our trademarks or wordmarks. “EscapeCapsule” is one word, with the first and seventh letters capitalized and the seventh through the thirteenth letters in bold typeface. “Escape Capsule,” “EscapeCapsule” “Escapecapsule,” “Escape-Capsule,” “escapecapsule” and all other nonconforming permutations of our product names are incorrect and may not be used. When using or referring to a trademark or wordmark used by Labworks under licenses, please include the following notice: “Catalyst and EscapeCapsule are trademarks used under license from Labworks International Design Limited in the United States and other countries.” This notice should appear at the bottom of the pages on which our trademarks or wordmarks are used, or along with legal notices accompanying printed materials, as appropriate. We would appreciate it if you would inform us of any improper, uncredited or non-conforming use of our trademarks or wordmarks by sending an e-mail to email@example.com. The Catalyst name, logo, all product names, all custom graphics, all trademarks, and service marks appearing on this website, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Labworks International Design Ltd (the “Marks”) or its affiliates. All other trademarks, product names, company names, logos, services marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Website are the property of their respective owners. You are not authorized to display or use the Marks in any manner without prior written permission of Labworks International Design Ltd.
3.2. Submissions: If you send (by uploading to Labworks' website, submitting a url, posting on our Facebook page or otherwise) a Submission to us, you automatically grant Labworks a perpetual, irrevocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free license to (and to allow others acting on its behalf) use, edit, modify, create derivative works based upon, display, host, stream, reproduce, copy, market, distribute, sell or otherwise exploit for commercial purposes that Submission (including any information which may be included in that Submission, such as your user information or metadata or other information described in Section 2.9, whether or not you are aware that you are passing that information to Labworks) in any manner Labworks may think fit within applicable laws, including by distributing it to or via third-party websites, social networks or media channels. You agree not to submit any Submission that is obscene, pornographic, encourages unsafe or illegal activities or that violates applicable laws.
3.3. Infringement: Labworks will remove copyrighted materials from its website in compliance with the Digital Millennium Copyright Act (“DMCA”) if notified in writing that such materials infringe upon any person’s copyright. Written communications to Labworks with respect to the DMCA must contain all information required to be contained in a DMCA notice under the DMCA. If you fail to comply with all requirements of the DMCA, your notification may not be binding and Labworks shall use its sole judgment with respect to the alleged infringement unless and until a compliant DMCA notice is received. Notices to Labworks must be submitted in writing to the following address: DMCA Notice Department, Labworks International Design Ltd., Unit 2, 9/F, Block A, Yee Lim Industrial Center, 2-28 Kwai Lok St, Kwai Chung, NT, Hong Kong.
3.4. Testimonials: If you submit a testimonial to Labworks, we may at our sole discretion use it on our website for promotional or other purposes. We will contact you to obtain your consent to use your testimonial. If you consent to the use of your testimonial, it becomes a Submission and we may use it in accordance with section 3.2.
4. Your Access to Labworks’ Website
4.1. Intent of Use: By using Labworks’ website you swear that you are using it for your own personal shopping, information or entertainment only and that you are not using it with the intent to violate Labworks’ or our Affiliates’ intellectual property rights, obstruct or interfere with the functioning of our website, products or services, conduct business intelligence gathering or industrial espionage, violate any applicable laws or harm our or our Affiliates’ business in any manner. You agree not to join any class action or other civil lawsuit against us or our Affiliates. If we learn that any violations of this Agreement or any use of its website constitutes or possibly constitutes a crime, we will fulfill any legal responsibilities it may have to notify the proper authorities in the appropriate jurisdiction of the relevant facts.
4.2. Automatic Updates: Labworks’ website may be updated from time to time. Such updates do not alter the terms of this Agreement. Continued use of our website after any update indicates your continued agreement to this Agreement as it relates to any updated website, products or services and your desire to continue using the website, products or services in their updated state.
5. Billing, Shipping and Refunds
5.1. Billing by Online Retailers: If an Online Retailer processes your order, that Online Retailer is responsible for all aspects of billing and customer service inquiries related to that order, and Labworks disclaims any liability for any aspect of the ordering or payment process. You should contact that Online Retailer for any related customer service.
5.2. Shipping: The Shipper handling your order is entirely responsible for all aspects of shipping your order, and Labworks disclaims any liability for any aspect of the shipping process. Any questions, complaints or problems you may have should be directed to the Shipper using the information provided to you by Labworks or the Online Retailer who processed your order. You are responsible for any duty, tax or VAT that may be charged in your jurisdiction if the Shipper has not covered it. Labworks as its sole discretion may offer you non-monetary assistance in providing information or documentation to any competent customs authority making such a request.
5.3. Defective or Returned Products: All defective or returned products shall be handled according to Labworks’ warranty applicable to that product. Our EscapeCapsule product is NOT warranted unless you register your product with us and agree to the terms and conditions of the warranty. Click the link above to visit the warranty page.
5.4. Cancellation of Orders: Labworks reserves the right to cancel your order at its sole discretion at any time before shipping. We may cancel your order if we believe that your order was placed for a purpose other than obtaining the product, for the purpose of industrial espionage or to reverse engineer or copy the product or to destroy the goodwill of or do any harm to the product's or our or our Affiliates' reputation, branding or goodwill. We may also cancel orders for violations of this Agreement, for legal reasons or for any reason or no reason in our sole discretion.
6. Disclaimer of Warranties and Limitation of Liability
6.1. Disclaimer of Warranties: Labworks provides its site “as-is.” Other than as expressly set out in this Agreement, neither we nor our Affiliates nor our employees, agents or owners make any specific promises about the website including its functioning, availability, reliability, ability to function on your computer or device, fitness for any particular purpose, merchantability, non-infringement or ability to provide the expected value. In some jurisdictions, warranties are implied by law; we exclude and disclaim any such warranties to the maximum extent permitted by law. Your rights will vary depending on your jurisdiction.
6.2. Limitation of Liability: To the maximum extent permitted by law, Labworks and our Affiliates will not be responsible for indirect, special, consequential, exemplary or punitive damages, including damages to your person, your mental health, your computer or device or their data or your property or loss of goodwill or other intangible losses arising out of the use of the website. To the maximum extent permitted by law, the total liability of Labworks and our Affiliates for any claim under these terms made by you, your successors, heirs or permitted assigns, including for any implied warranties, is limited to the lifetime amount you have paid us to use its website or purchase our products (or if we or our Affiliates choose, to supply you further products or services of equal or greater value as a substitute). In no case shall Labworks or our Affiliates be liable for damages or losses that are not reasonably foreseeable.
7. Indemnification: You agree to indemnify and hold harmless Labworks, its Affiliates, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the website, including any breach of this Agreement by you.
8.1. Entire Agreement: This Agreement constitutes the entire agreement between Labworks and you concerning the website and the subject matter hereof.
8.2. Amendment: Labworks may amend this Agreement at any time. We will notify you if the Agreement is amended. Continued use of the website after we amend the Agreement constitutes your agreement to any such amendment.
8.3. Waiver of Default: No consent or waiver, express or implied, by Labworks with respect to any breach of this Agreement by you or default by you shall be deemed or construed to be a consent or waiver with respect to any other breach or default by you of the same provision or any other provision of this Agreement. Failure on the part of Labworks to complain of any act or failure to act by you or to declare you in breach shall not be deemed or constitute a waiver by us of any rights hereunder.
8.4. No Third Party Rights; Assignment: None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties including your creditors. You may not assign this Agreement or any of your rights or responsibilities under this Agreement to any third party. Labworks may assign this Agreement or any of its rights or responsibilities under this Agreement, to the maximum extent permitted by law, upon its sole discretion and need only notify you of such assignment if it will materially alter your use of the website or your customer experience with us.
8.5. Severability: Except where it would materially alter the terms and conditions of this Agreement, in the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.
8.6. Binding Agreement: This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.
8.7. Acknowledgement: You acknowledge that you have been advised to seek your own independent legal advice with regard to this Agreement, the website and all related matters.
8.8. Headings: The headings of the sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.
8.9. Execution: This Agreement is considered executed when you agree to it via any of the methods described in Section 1.1.2.
8.10.Governing Law; Submission to Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Labworks and you voluntarily submit to the non-exclusive jurisdiction of Hong Kong and its courts, tribunals, government agencies and administrative agencies insofar as is necessary to enforce the provisions of this Agreement and to adjudicate any disputes or resolve any matters relating to the Agreement.
8.11.No Bond Required: You agree that Labworks need not post any bond, collateral or security to enforce its rights under this Agreement.
8.12.Intentional Breach; Treble Damages: If, as a result of an intentional or malicious breach of any provision of this Agreement, you cause economic damages or hardship to Labworks, Labworks shall be entitled to collect treble damages from you.
8.13.Waiver of Contrary Rights: To the maximum extent permitted by law, you waive any rights which are contradicted by the provisions of this Agreement.
8.14.Third Party Rights. Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap 623) by any person who is not a party to it.
8.15.Termination; Survival: Labworks may terminate your access to and use of the website at any time, with or without cause and with or without notice, effective immediately. You may terminate this Agreement at any time by discontinuing your use of the website. The provisions and Labworks’ rights under sections 1, 3, 5, 6, 7 and 8, and any other provisions which reasonably should be held to survive termination, shall survive termination of this Agreement.