Online Store Terms & Conditions

These Online Store Terms & Conditions ("Terms") govern your access to and use of the Happy Color Store at colorbynumber.com/store ("Store") and constitute a binding agreement between you and X-FLOW LTD., a Cyprus company, with registration number HE 381987, and registered office at 8 Genethliou Mitella, 3036, Limassol, Cyprus ("we", "us", "our").

Please read these Terms carefully before accessing, browsing and purchasing via the Store and make sure you understand them. By placing an order or otherwise using the Store, you agree to be bound by these Terms. If you do not agree, please do not use the Store.

Our Privacy Policy, Shipping Policy, and Return Policy are incorporated into these Terms by reference and form an integral part of this agreement.

NOTE: PLEASE READ CAREFULLY SECTION 14 OF THESE TERMS. IT CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.

1. Eligibility

By using the Store, you represent that you are at the age of majority in your jurisdiction (at least 18 years old) and have the legal capacity to enter into a binding agreement.

2. Products

Accuracy. We have made every effort to represent our products accurately. However, colors and appearance may vary depending on your device settings and display configuration. We do not warrant that product descriptions, images, or other content are complete, accurate, or error-free.

Availability. We reserve the right to limit quantities, discontinue products, or modify product offerings at any time without notice.

Geography. This Store is intended for use within the United States. We make no representation that products on the Store are appropriate for use outside the United States.

Personal use. You represent and warrant that your purchases on the Store are for your own personal or household use and not for commercial resale or export.

Errors. The Store may occasionally contain typographical errors, inaccuracies, or omissions relating to product descriptions, pricing, availability, or shipping. We reserve the right to correct any such errors and to update or cancel orders affected by inaccurate information, at any time and without prior notice.

3. Orders

Checkout. To place an order, you do not need to create an account. Simply provide your name, surname, email address, shipping address, and payment details at checkout. By submitting your order, you represent and warrant that the details you provide are your own.

Acceptance. When you place an order, you are making an offer to purchase. We reserve the right to accept or decline any order at our discretion. Your order is not confirmed until you receive an order confirmation from us. We must receive and successfully process your payment before an order is accepted.

Please review your order carefully before submitting. Once an order is accepted, we are usually unable to change or cancel it.

Notification. If we decline, modify, or cancel your order for any reason, we will notify you using the contact details provided at checkout.

4. Pricing & payment

Prices. All prices are displayed in US dollars and are subject to change without notice. The price charged for your order will be the price shown at the time of purchase, as confirmed in your order confirmation.

Taxes & shipping charges. Displayed prices do not include applicable taxes or shipping costs, which will be calculated and shown at checkout.

Payment. You represent and warrant that the payment information you provide is accurate, complete, and that you are authorized to use the selected payment method.

5. Shipping

All shipping is governed by our Shipping Policy, which forms part of these Terms. Please review it before placing your order.

6. Returns & refunds

All returns and refunds are governed by our Return Policy, which forms part of these Terms. Please review it before placing your order.

7. Intellectual property

Limited license. All content on the Store, including but not limited to text, images, graphics, logos, and product designs, is the property of ours or our licensors and is protected by applicable intellectual property laws. These Terms permit you to use the Store for your personal, non-commercial use only. You may not copy, reproduce, distribute, modify, create derivative works of, or otherwise use any content from the Store without our prior written consent.

Trademarks. The "Happy Color" name, logo, and any related marks are our trademarks. Unauthorized use of these marks is prohibited.

8. Prohibited behaviour

Prohibited conduct. You may use the Store only for lawful purposes and in accordance with these Terms. You agree not to:

• violate any applicable law or regulation when purchasing via the Store or otherwise using it;
• interfere with or disrupt the operation of the Store, its servers and networks (e.g. via DDoS attacks);
• interfere with or circumvent the security features of the Store;
• use automated tools to access, scrape, or monitor the Store;
• reverse compile or reverse engineer any part of the Store;
• introduce viruses, malicious code, or any other harmful material;
• attempt to gain unauthorized access to any part of the Store or its infrastructure;
• impersonate any person, or misrepresent your identity (e.g. make orders in the name of another person);
• use any products purchased through the Store in a way that falsely suggests an endorsement by, partnership with, or affiliation with us or the Happy Color brand;
• engage in abusive, threatening, or otherwise disrespectful or inappropriate behaviour toward our customer support team or our other employees;
• infringe upon our intellectual property rights or the intellectual property rights of others;
• transmit false or misleading information about the products purchased on the Store;
• access or use the Store in order to build or support, and/or assist a third party in building or supporting, products or services competitive to ours;
• send unsolicited messages, spam, phishing mails, or any other form of unauthorized communication;
• access and use the Store for commercial purposes;
• engage in any other disruptive, abusive, or otherwise inappropriate conduct in connection with the use of the Store.

Enforcement. If you have been found in violation of the Terms, we reserve the right at any time, to limit, suspend, or terminate your access to the Store (e.g. to decline orders from the email address associated with a violation of these Terms).

9. Limitation of liability

Excluded damages. To the fullest extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, or consequential damages arising from your use of the Store or any products purchased through it, including but not limited to personal injury, property damage, emotional distress, loss of data, loss of revenue, or loss of anticipated savings, even if we have been advised of the possibility of such damages.

Force majeure. Neither party shall be liable for any delay or failure to perform their obligations under these Terms where such delay or failure results from circumstances beyond their reasonable control, including but not limited to natural disasters, fire, flood, acts of God, war, terrorism, civil unrest, government actions, embargoes, internet outages, network or infrastructure failures, or distributed denial-of-service attacks.

Liability cap. To the fullest extent permitted by applicable law, our total liability to you for any claim arising out of or in connection with your purchase shall not exceed the amount paid by you for the order in question.

10. Disclaimer of warranties

As is. The Store and all content and products offered through it are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, regarding the Store or any products purchased through it, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

No uptime guarantee. We do not warrant that the Store will be available at all times, operate without interruption or errors, or be free of viruses or other harmful components.

Data security. Transmission of data over the internet is not inherently secure. While we take reasonable measures to protect your personal information, we cannot guarantee that your data or communications with us will always remain private. You are solely responsible for securing your device and using appropriate precautions, such as strong passwords, to prevent unauthorized access.

Jurisdictional carve-out. Some jurisdictions do not allow limitations or exclusions of warranties, so the above may not apply to you in full.

11. Indemnification

You agree to indemnify and hold harmless us and our officers, employees, and agents from and against any claims, damages, losses, and costs (including reasonable legal fees) arising out of your violation of these Terms or your use of the Store (or inability to use it).

12. Third-party links

The Store may contain links to third-party websites. These links are provided for convenience only. We have no control over the content or practices of third-party sites and accept no responsibility for them. Accessing any third-party site is at your own risk.

13. Governing law

These Terms and any disputes arising from your use of the Store are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

14. Dispute Resolution

Informal resolution. Before initiating any formal proceedings, we encourage you to contact us at store@colorbynumber.com to resolve any dispute informally. If a dispute cannot be resolved within 30 days of written notice from either party, either party may proceed as set out below.

Binding arbitration. To the fullest extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Store, or any purchase made through the Store ("Dispute") shall be resolved by individual, binding arbitration administered by a single arbitrator by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, rather than in court. The arbitration shall be governed by the Federal Arbitration Act. The arbitrator's decision shall be final and binding on both parties.

No class actions. To the fullest extent permitted by applicable law, you and us each waive the right to participate in any class action, collective, or representative proceeding. All Disputes must be brought solely on an individual basis.

Opt-out. You may opt out of this arbitration agreement by sending written notice to store@colorbynumber.com within 30 days after placing your first order on the Store, clearly stating your name, surname and intent to opt out (please use the same email address you used to place the orders on the Store). If you opt out, we will also not be bound by this arbitration agreement with respect to your Disputes.

Time limit. Any claim arising out of or related to these Terms or your use of the Store must be brought within one (1) year of the date the cause of action arose, or it will be permanently barred.

Courts. If any Dispute due to legal requirements or your opt-out is not subject to arbitration, then the courts of the State of Delaware will have exclusive jurisdiction over such a Dispute.

Confidentiality. Both you and us agree to keep the arbitration proceedings strictly confidential.

15. Feedback

You may, at your sole discretion, provide us with suggestions, comments or feedback with respect to the Store (collectively, "Feedback"). You represent and warrant that you shall not provide us with Feedback that contains disruptive, abusive, or otherwise inappropriate content or infringes upon third party's rights. If you provide Feedback to us, you hereby grant us a non-exclusive, irrevocable, worldwide, sublicensable, transferable license to all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner that we deem appropriate. We will treat any Feedback you provide as non-confidential and non-proprietary. To the extent permitted by applicable law, you agree to waive any moral rights you may have in Feedback (e.g. the right to be identified as the author of Feedback or the right to object to a certain use of Feedback).

16. Changes to these Terms

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated date and will become effective once posted. Your continued use of the Store following any changes constitutes acceptance of the revised Terms.

17. Miscellaneous

Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it in the future.

Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Entire agreement. These Terms constitute the entire agreement between you and us with respect to the Store operation and supersede all other agreements and understandings relating to its subject matter.

Assignment. We can assign, novate, subcontract or otherwise transfer the Terms to a third party if necessary for the support of the Store, as part of any reorganization, change of control, or for any other business reasons, provided that this will not reduce your rights under these Terms, or alternatively with your consent. You may not assign or transfer your rights or obligations under the Terms to anyone without first obtaining our written consent. Any attempt to assign without our consent is void.

No beneficiaries. The Terms govern the relationship between you and us and do not create any rights for anyone else. Notwithstanding the above, if validly assigned, these Terms will be binding on and benefit the relevant party's successors and permitted assigns.

Governing language. The original and controlling version of these Terms shall be the English version. All translations of these Terms into other languages shall be solely for convenience and shall not control the meaning or application of these Terms.

Headings. Headings in these Terms are included for convenience only and shall not affect the interpretation or construction of these Terms.

18. Contact

If you have any questions about these Terms, please contact us at store@colorbynumber.com.