TERMS AND CONDITIONS & TERMS OF USE

1. GENERAL

These terms of use (“Terms of Use") set forth herein apply to the web site owned, operated, licensed, and/or controlled by Karil International Marketing Ltd. ("Karil", “We”), located at www.karil.com (the “Web Site”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEB SITE.

By using, accessing or browsing through this Web Site you signify your acceptance of these Terms of Use. If you do not agree to these Terms of Use, please do not use, access or browse the Web Site.

Please note that Karil reserves the right, at its sole discretion, to revise, modify or change or remove portions or all of these Terms of Use, at any time. Please check periodically the Web Site to review such changes in the Terms of Use. Your use of (including any browse through or access of) the Web Site, after such revised Terms of Use have been posted on the Web Site, shall constitute your consent to the new or revised Terms of Use.

2. RESTRICTIONS ON USE OF CONTENT AND MATERIALS

Unless otherwise noted, all information, product information, content and/or material posted on the Web Site (“Materials”) are the property of Karil or its affiliates, or third party who have licensed their materials to Karil and/or its affiliates, and Karil retains all rights, title and interests in and to such Materials and all intellectual property rights relating thereto, including without limitations all copyright, patent, trademarks, logos, design rights and any other proprietary rights.

No transfer or grant of any rights is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Web Site. You agree not to infringe upon all the above rights.

Without limiting any of the foregoing, you may not copy, reproduce, republish, upload, post, transmit, or otherwise distribute, the Materials or any part thereof. You may download, where specifically permitted, one copy of the Materials on any single computer for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

Modification of the Materials or use of the Materials for any other purpose, including without limitations the use of Materials on any other web site or networked computer environment is strictly prohibited, and be deemed a violation of Karil's copyright and other proprietary (including intellectual property) rights.

3. PATENTS

Without limiting any of the foregoing or hereunder, Karil's or any of its affiliates products, technology and processes referred to or posted on the Web Site may be covered by one or more patents and/or are subject to other trade secret and/or any other proprietary rights. No transfer or grant of any rights under any such patents is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Web Site, and Karil and/or its affiliates reserves all such rights.

4. TRADEMARKS

Without limiting any of the foregoing or hereunder, Karil (and its affiliates) names, logos and product names and any other trademarks included in the Web Site are trademarks of Karil. All other 3rd party product names that may legitimately appear on the Web Site are trademarks of their respective owners. No transfer or grant of any rights under any names, marks or logos is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Web Site, and all rights in such names, marks or logos is reserved by Karil/ or respective holders.

5. PRIVACY

Anonymous Information. Karil may gather anonymous information, which may be used by Karil or shared with third parties. This information does not personally identify you but may be helpful for improving the Web Site as well as the services and products we offer.

Such anonymous information may be collected for example through "traffic data" and may entail the use of "cookies", "IP addresses", or other numeric codes used to identify a computer.

Personally Identifiable Information. Karil may gather personally identifiable information about you, ONLY if you voluntarily choose to provide it yourself (for example: while submitting certain forms in or through the Web Site). Such information may include (for example) your: first name, last name, E-mail address, area of interest, address, phone number and any other information which you choose to provide etc.

Personally identifiable information collected may be used to provide users, upon request, with further information, assistance, support and updates with regards to Karil’s products, technology, etc.

Modification and Deletion of Personally Identifiable Information

Deletion. In order to delete the personally identifiable information you submitted, notify us, to the following email address: sales@karil.comthat you wish to delete your personally identifiable information contained at our databases.

Modification. If you wish to modify or update your personally identifiable information, please send us your updated details to the following email address: sales@karil.com. Please note that deletion of your personally identifiable information from Karil’s database will not prevent Karil from using gathered anonymous information.

Third Parties’ Practices. This section does not cover the information practices exercised by other providers of products or services, advertisers or other web-sites, or companies/people that Karil does not own or control, or does not employ or manage. Karil would like to emphasize that Karil is not and cannot be responsible for the content or the privacy policies of Web sites to which it may link or Web sites that link to Karil’s Web site.

6. LINKING TO THE WEB SITE

Unless you have a written agreement or a specific consent in effect with Karil which states otherwise, links to the Web Site may be provided only in the following manner: (a) links must not suggest or otherwise create the false appearance that Karil is affiliated with any person or entity, or that Karil otherwise endorses, sponsors or affiliated with any product or service; (b) the appearance, position and other aspects of any link to the Web Site may not be such as to damage or dilute the goodwill associated with Karil’s name and trademarks; (c) all links to the Web Site must "point" to the URL "www.karil.com " and not to other pages within the Web Site; (d) all links to the Web Site, when activated by a user, must not display the Web Site within a "frame" on the linking web site, or any other Web Site.

Without limiting any of the above, Karil reserves the right to revoke its above consent to the providing of any link to the Web Site, at any time in its sole discretion.

7. REGISTRATION, PASSWORD

Some pages of the Web Site are password protected. In the interest of safety and security of the business transactions, only registered users may access said pages (the ”Secured Zone” and “Registered User” respectively). Karil reserves the right to deny registration of any user. Karil is entitled, at any time and without obligation to give reasons, to deny the user the right to access the Secured Zone by blocking its User Data (as defined below), in particular if the user uses (i) false data for the purpose of registration; (ii) violates these Terms of Use or neglects its duty of care with regard to User Data; (iii) violates any applicable laws in the access to or use of the Web Site.

For registration purposes the user shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The user shall ensure that its e-mail address, as provided to Karil, is updated at all times and that the User can be contacted at the post address provided to Karil.

Upon registration the user will be provided with an access code, comprising a user ID and a password ("User Data"). The User Data allows the user to view or change its data or, as applicable, to withdraw its consent to data processing.

Please note that the registration process for the Secured Zone and Karil’s authorization for a Registered User is made on a personal basis thus,the Registered User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the Registered User shall log-off from the password protected website. If and to the extent the Registered User becomes aware that third parties are misusing its User Data the Registered User shall notify Karil thereof without undue delay in writing, or, as the case may be, by e-mail.

The Registered User may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Karil will remove all user data and other stored personally identifiable data of the Registered User as soon as these data are no longer needed.

8. ORDERS

For your convenience, in the Secured Zone a Registered User may submit order forms through the Web Site. Please note that there may be certain orders that we are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Note that you will not be charged until Karil authorizes your order. Some situations that may result in your order being canceled include inter alia limitations on quantities available for purchase, inaccuracies or errors in product or pricing information and in ability to supply the products under the requested time schedule. After you submit your order a representative of Karil shall contact you to conclude the terms of the order submitted. We may also require additional verifications or information before accepting any order. Note that only after Karil approves an order the order becomes valid.

9. PRICING AND CONTENT INFORMATION

The Web Site includes price lists for certain products that may be updated from time to time by Karil at its sole discretion. While Karil strives to provide accurate pricing information, pricing or typographical errors may occur. The final price for an item shall be the one stated in the approved order.

Product content: Karil attempts to be accurate in its product descriptions. However, Karil does not warrant that product descriptions, specifications or other Content of this Web Site is accurate and complete.

10. DISCLAIMER

THE MATERIALS AND CONTENT IN THIS WEB SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KARIL DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

KARIL DOES NOT WARRANT THAT THE MATERIALS AND CONTENT DISPLAYED IN THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS WEB SITE OR THE SERVER(S) THAT MAKES THIS WEB SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

KARIL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS OR CONTENT IN THIS WEB SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE WEB SITE AND/OR ANY OF THE MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WHATSOEVER WILL KARIL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (I) YOUR USE OR INABILITY TO USE OF THE WEB SITE, OR (II) RELIANCE ON ANY OF THE MATERIALS (INCLUDING BUT NOT LIMITED TO ANY STOCK QUOTES WHICH MAY APPEAR IN THE WEB SITE) OR (III) TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR (IV) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE WEB SITE OR (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (VI) ANY OTHER FAILURE TO PERFORM BY KARIL. IF YOU ARE DISSATISFIED WITH THE WEB SITE, THE MATERIALS, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, KARIL'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

You agree to defend, indemnify and hold Karil and or its affiliates and anyone on their behalf, including but not limited to, all of its owners, managers, directors, officers and employees, harmless against any losses, expenses, costs, claims, damages (including, but not limited to, direct, incidental, consequential, exemplary, indirect damages and reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to your breach of the terms of these Terms of Use.

13. THIRD PARTY’S CONTENT

To the extent that the Web Site contain links or any other information to outside services and resources, Karil does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to such particular service or resource provider.

Some of the Materials in this Web Site may be provided by third parties. Any opinions, advice, statements, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of Karil.

14. NO ENDORSEMENT

No reference made in this Web Site to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of Karil, constitute or imply an endorsement, recommendation or favoring by Karil.

15. INTELLECTUAL PROPERTY INFRINGEMENT POLICY

Karil is committed to protecting the rights of copyright right holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. Notices related to intellectual property related violations on this Web Site should be addressed to:sales@karil.com

Karil will process any notices of alleged copyright infringement and will take appropriate actions required under applicable laws. Upon receipt of appropriate notices, Karil will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

16. RIGHT TO SHUT DOWN, DENY OR LIMIT ACCESS

Karil reserves the right to limit or revoke your access to this Web Site in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms of Use.

17. USER CONDUCT

You agree to use the Web Site only for lawful purposes. You agree not to take any action that might compromise the security of the Web Site, render the Web Site inaccessible to others or otherwise cause damage to the Web Site or its Materials. You agree not to add to, subtract from, or otherwise modify the Web Site Materials, or to attempt to access any Web Site Materials that is not intended for you. You agree not to use the Web Site in any manner that might interfere with the rights of third parties.

18. INFORMATION RECEIVED FROM USERS

Karil is requesting that you won’t transmit any confidential or proprietary information to it via the Web Site. You hereby agree that any material, information, or data you transmit to us or post to the Web Site (each a “Submission” or collectively “Submissions”) will be considered non-confidential and non-proprietary. For all Submissions, (i) you guarantee to us that you have the legal right to post the Submission and that it will not violate any law or the rights of any third party, and (ii) you hereby give Karil a royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from the Submission, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.

19. GENERAL

These Terms of Use shall be governed by and construed in accordance with the laws of the state of Israel, and submitted to the exclusive jurisdiction of the Tel-Aviv Courts. If any provision of these Terms of Use is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of these Terms of Use and shall not cause the invalidity or unenforceability of the remainder of these Terms of Use. This is the entire agreement between you and Karil with regards to the subject matter herein and these Terms of Use shall not be modified except as provided herein. Karil may assign this Terms of Use agreement, in whole or in part, in its sole discretion. The waiver by Karil of a breach of any provision of these Terms of Use shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind.