Terms and Conditions

Acceptance and Conduct

By accessing or using the Website, you accept these Terms and Conditions and any other Company policy and agree to be legally bound by them, and all applicable laws, rules, and regulations associated with your access or use of the Website.  If you do not agree to be bound by these Terms and Conditions, the Privacy Policy, or any other published policy of the Company, you are not authorized to access or use the Website or place any orders with the Company. We reserve the right, in our sole discretion, to modify or update these Terms and Conditions at any time. Please check the Terms and Conditions each time you visit the Website for the most current version and information.

These Terms and Conditions apply to the Website and to all products, services, and content contained herein, whether you access such content directly on this Website, you download such content from this Website, or you use any other product or service offered by the Company. You are authorized by the Company to access and use the information on the Website, solely for approved business purposes provided that you are at least 18 years of age. The information,  materials, and products displayed on the Website may not otherwise be copied, transmitted, displayed, distributed, downloaded, licensed, modified, published, posted, reproduced, used, sold, transmitted, used to create a derivative work, or otherwise used for commercial or public purposes without the Company’s express prior written consent. Any use of data mining, robots or similar data gathering or extraction tools or processes in connection with the Website, and any reproduction or circumvention of the navigational structure or presentation of the Website or its content, is strictly prohibited.  You agree not to use the Website for any unlawful purpose.

In order to access certain features of the Website, including the placement of orders with the Company, you may be required to create an account with the Company and provide certain Personal Information (as defined in the Privacy Policy of the Company). You are responsible for maintaining the confidentiality of passwords and accounts and are fully responsible for all activities that occur under such password or account, including all purchases that occur under such username and/or user account. You agree to immediately notify Company in writing of any unauthorized use of the password or account or any other breach of security. You must log out from the account at the end of each session. If you supply a telephone number in connection with use of the Website, you consent to receive calls or texts at that number, whether manually or automatically dialed or sent, from the Company and/or from participating vendors.  If you supply an email address in connection with the use of the Website, you consent to receive electronic communication from the Company, participating vendors or other third-party vendors.

You agree not to modify the Website or use modified versions of the Website (except if modified by the Company) including for the purpose of obtaining unauthorized access to the Website.  You agree not to access the Website by any means other than through the interface that is provided by the Company for use in accessing the Website.

Privacy

Please review the Company’s Privacy Policy, which can be found here: Privacy Policy, to understand our practices. Information regarding the Company’s processing of Personal Information is set forth in its Privacy Policy and is incorporated into these Terms and Conditions By using our Website or placing an order with us, you agree that we may use and share your Personal Information, as defined and set forth in the Privacy Policy.

Specifically, you acknowledge that the Company may collect certain Personal information, share certain Personal Information with third parties, and may contact you periodically, all in accordance with the terms of the Privacy Policy. The Company also reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain Personal Information.

Ownership of Materials; Intellectual Property Rights

The Website and the products and content contained herein, including without limitation, the text, articles, software, codes, scripts, graphics, blogs, information, photos, sounds, videos, website design, interactive features and the like (“Content”) and the trademarks, service marks, and logos contained therein (“Marks”) are the sole property of the Company or its licensors, and are protected by United States and international copyright, trademark and other laws (Content and Marks are collectively referred to as “Company IP”). Except for the limited licenses expressly granted to you in these Terms and Conditions, if any, the Company retains all proprietary rights to the Company IP. Without limiting the foregoing, you may not reproduce, copy, modify, display, sell, or distribute the Company IP, or use it in any other way for public or commercial purpose. This includes any code that the Company creates to generate or display the Content or the pages making up the Website. The use of the Company IP on any other website or in a networked computer environment for any purpose is strictly prohibited.

Specifically, you acknowledge that the Company may collect certain Personal information, share certain Personal Information with third parties, and may contact you periodically, all in accordance with the terms of the Privacy Policy. The Company also reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain Personal Information.

You must retain all copyright, trademark, service mark and other proprietary notices contained on the Company IP or other Company materials on any authorized copy you make of the Company IP. All other product and service marks contained on the Website are the trademarks of their respective owners. Company IP on the Website is provided to you AS IS for your information and for approved business use only. The Company reserves all rights not expressly granted in and to the Website and the Company IP. You agree to not engage in the use, copying, or distribution of any of the Company IP other than expressly permitted herein. If you download or print a copy of the Company IP for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any the Company IP or enforce limitations on use of the Website or the content therein. If you believe any trademarks, service marks, or logos used on the Website to be the property of someone else, please notify the Company in writing.

Licenses

The Company hereby grants you a limited, terminable, non-assignable, non-exclusive, revocable right to access and use the Company IP as contemplated herein. All such uses are for approved business use only. You acknowledge that no Company IP may be copied, transmitted, displayed, distributed, downloaded, licensed, modified, published, posted, reproduced, used, sold, transmitted, used to create a derivative work, or otherwise used for commercial or public purposes without Company’s express prior written consent, which may be withheld in Company’s sole discretion. The Company reserves the right to suspend or terminate Your access and use of the Website at any time if Company, in its sole discretion, determines that You are in breach of these Terms and Conditions.

You agree to give the Company a non-exclusive, royalty-free, worldwide license (and right to sub-license), of any rights, including intellectual property rights, in your Personal Information subject to the limitations set forth herein, within the Privacy Policy, and other published policy of the Company.

User Content

The Website may contain features or portals that allow you and any other user to submit or upload certain content. Any content that you or any user submits, contributes, posts, uploads, or sends through the Website (“User Content”) may be used by Company in any manner consistent with these Terms and Conditions, including the Privacy Policy. Note that User Content only includes content that is submitted by you through such Website features or portals. It does not include any content that is shared with the Company through other means. The Company reserves the right to use any User Content as it deems appropriate including, without limitation, by changing, deidentifying, redacting, modifying, editing, rejecting, or refusing to use, upload, publish or post it.

You acknowledge and agree that you are solely responsible for all User Content you make available through the Website. By submitting, providing, contributing, posting, uploading, or sending User Content on or through the Website, you represent and warrant that: (i) the User Content is original to you; (ii) no other party has any rights thereto; (iii) you either own the User Content or have the rights necessary to grant Company and other users rights in the User Content, as provided for below; (iv) the submitting, contributing, providing, posting, uploading, or sending of the User Content through the Website, or Company’s exercise of the rights granted to it in the User Content, will not violate the rights of any third parties (for example, patents, copyrights, trademarks, trade secrets, or other intellectual property rights, or rights of publicity or privacy) or any applicable statutes, laws, rules, regulations, guidelines, or ordinances; and (v) no payments of any kind shall be due to any third party. Company is not responsible for maintaining any User Content that you provide on the Website, and Company may delete or destroy any such User Content at any time and for any reason and without notice to you.

By submitting, providing, contributing, posting, uploading, or sending User Content on or through the Website, you hereby grant Company a royalty-free, unrestricted, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, transmit, stream, broadcast, and incorporate in other works any User Content (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes.

Representations

You represent, warrant, and agree that you will not use (or plan, encourage, or help others to use) the Website for any purpose in any manner that is prohibited by these Terms and Conditions, the Privacy Policy, any other published policy of the Company, or by applicable law. In addition to all other representations contained herein, you further represent that you own and control the ownership rights to, or you otherwise have the lawful right or permission to use, the User Content that you provide to the Company or otherwise distribute on or through this Website.

Website Content

The Company created the Website to be used by the Company’s prospective and current customers to place orders with the Company and to receive information about products and services and other information, content, and data. Company makes no representation that any or all of the information, materials, content, products or services on the Website are accurate, appropriate, or available for sale or use by its customers in any or all locations. The information provided on the Website is provided by the Company as a convenience to you. The Content or User Content contained on this Website does not obligate Company to provide any specific material, product or service. Company will use reasonable efforts to include accurate and up-to-date information. However, due to the nature of the Internet, the Company does not warrant and cannot guarantee the accuracy, availability, completeness or authenticity of the information contained on the Website, or its suitability for any purpose.

The Website may include technical inaccuracies or typographical errors.  The Company will from time to time revise the information, products and services described on the Website, and reserves the right to make such changes to the Terms and Conditions, the Privacy Policy, and/or any other published policy of the Company from time to time without notice to you. Any changes to the Terms and Conditions will be effective immediately upon the posting of the revised Terms and Conditions on the Website. Your continued use of the Website after any such posting of the revised Terms and Conditions shall constitute your acceptance of any changes, additions, or deletions to the Terms and Conditions.

Terms and Conditions of Sales

By placing an order for products and/or services from the Company, you are (i) offering to purchase a product and/or service, (ii) representing that you are at least 18 years old, (iii) representing that all information you provide to us in connection with such order is true and accurate, (iv) representing that you are an authorized user of the payment method provided, and (v) representing that you accept and agree to these Terms and Conditions, the Privacy Policy, the Terms and Conditions of Sale, and any other published policy of the Company.  When you submit your order, your order may not be fulfilled until we verify certain items, including without limitation your Personal Information, your payment information and your creditworthiness.

We reserve the right to: (i) refuse any order you place with us; (ii) correct any errors, inaccuracies or omissions (including but not limited to the price) with regard to the products or services offered; (iii) change or update information in connection with any products or services offered; (iv) contact you by phone or email to confirm the purchase order; and/or (v) modify or cancel your order, whether or not the order has been confirmed, each at any time without notice to you (including after you have submitted your order) and without liability to you. If we modify your order, we will attempt to give you prior notice of this and provide you with the opportunity to cancel the order in its entirety. If we cancel your order, we will attempt to notify you by contacting you via the contact information you provided at the time the order was made. We reserve the right to limit, reject, modify, or cancel orders that, in our sole judgment, appear to be placed by unauthorized parties.

Unless otherwise provided by Company in writing, all prices stated are in U.S. dollars. Prices, services, and products, including availability of services and products, are subject to change without notice.

The price of Company products and/or services does not include any taxes, fees, or charges which may apply to the sale or use of those products and/or services, including but not limited to sales, use, privilege, excise or property taxes, customs or duty charges. Company will invoice you for such applicable taxes, fees, and/or charges unless you provide the Company with acceptable tax exemption certificates issued by all relevant taxing authorities and jurisdictions. You are solely responsible for the payment of all such taxes, fees, and/or charges whether or not invoiced. If Company pays any such taxes, fees, or charges on your behalf, you agree to promptly reimburse the same.

The Invoice shall be due upon receipt and in no event later than the thirty (30) days from the Invoice date. Customer agrees to pay the Invoice promptly and in full and agrees that if payment is not made in full within thirty (30) days of the Invoice date, an interest charge may be added to the outstanding balance in an amount equal to One and One-Half percent (1.5%) per month until the Invoice is paid in full. Customer’s failure to pay any amount when due is a material breach of these Terms and Conditions.

If at any time and for any reason, including but not limited to refusal or failure to adequately respond to requests for information, change in financial condition, Company may require cash or satisfactory security on shipments or deliveries or otherwise change any previous payment terms, without impairing your obligation to pay for and accept the services and products ordered. Company may accept credit or debit cards in its discretion, but no prompt payment or other discounts or rebates shall apply to any payments made using any credit or debit card.

Title to products and risk of loss shall pass to you when products are made available to you or the carrier at Company’s facility or other designated shipping point.

Immediately upon receipt of Products, Customer shall inspect for any defects or non-conformity. Any claim relating to a Product shall be deemed waived unless made in writing and received by Company within thirty (30) days of Customer’s receipt of such Product. Customer hereby acknowledges and agrees that certain Products have been individually created for Customer’s specific needs and, therefore, may not be cancellable, exchanged or refunded.

Company shall not be liable to you or to any other person for any delays in performance or any nonperformance of Company’s obligations caused by circumstances beyond Company’s control; for example, as a result of any of the following events: failure of Company’s suppliers to make adequate or timely delivery of the merchandise; strikes, lockouts or other labor disputes; war and acts of war (whether declared or not), hostilities, military mobilization, riot, armed conflict, insurrection, embargo or blockade; imposition of duties, tariffs, quotas, sanctions or other import, export or other restrictions (including restrictions on payment channels); plague, epidemic, pandemic, widespread infectious disease or public health or other emergency, statute, regulation, order or any other action of any governmental authority; transportation breakdown or delay, acts of God or natural disaster such as but not limited to storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought, explosion, fire; destruction of machines, equipment factories and any kind of installation; technical problems, defects or prolonged breakdown of telecommunication or other communications, or electric current; accidents; delay, shortage or inability to obtain material or supplies or any other circumstance beyond Company’s control whether or not foreseeable or abatable or subject to mitigation by Company. Such circumstances shall result in Company’s relief from damages and other measures. products, quantities of products, and services so affected may be eliminated from the order at the discretion of Company without liability, but the order shall remain otherwise unaffected.

Any claims for prices, trade allowances, cash discounts, sales and use taxes, or other benefits pertaining to the transaction(s) between you and the Company will be deemed waived unless submitted along with appropriate proof of performance within one (1) year from date of invoice.

In the event that you fail to make full payment for the products and/or services in the manner and within the time specified by Company in its payment terms, you shall be considered to be in default and in material breach of these Terms and Conditions. Further, you shall be liable to Company for payment of all costs and expenses incurred by Company or its affiliates in seeking collection of the amounts you owe, including but not limited to the costs of collection agencies and reasonable attorneys’ fees incurred by Company or its affiliates. In addition, in the event you are in breach of these Terms and Conditions, including for failure to make full payment to Company, Company may elect to either suspend or terminate its obligations to perform any of its obligations, including providing any products or services, and Company shall be immediately paid by you up to the time of such election.

DISCLAIMER OF WARRANTIES

THE USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK AND ANY MATERIALS DOWNLOADED, INFORMATION PROVIDED OR OBTAINED THROUGH THE USE OF THE WEBSITE (INCLUDING CONTENT AND USER CONTENT), AND THE PRODUCTS OR SERVICES PURCHASED OR RECEIVED FROM THE COMPANY ARE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR AND WAIVE ANY AND ALL CLAIMS WITH RESPECT TO ANY DAMAGE TO YOUR PERSON, BUSINESS, COMPUTER SYSTEM, EQUIPMENT, INTERNET ACCESS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIALS, INFORMATION, PRODUCTS, OR SERVICES. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AS TO THE SECURITY OF ANY INFORMATION YOU TRANSMIT TO THE COMPANY OR THROUGH THE WEBSITE. The materials, products, SERVICES, CONTENT and information on thE WEBSITE are presented without express or implied warranties of any kind and are provided on an ‘as is’ as-available basis WITHOUT ANY WARRANTY OF ANY KIND. It is YOUR responsibility to evaluate the accuracy, completeness, and usefulness of THE information, CONTENT, USER CONTENT, PRODUCTS, OR SERVICES provided.

THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO (I) THE WEBSITE, (II) THE INFORMATION CONTAINED THEREIN, INCLUDING THE CONTENT AND USER CONTENT, AND (III) ANY PRODUCTS OR SERVICES OFFERED ON THE WEBSITE BY THE COMPANY, ITS CONTRACTORS, OR ANY OTHER THIRD-PARTY. SUCH WARRANTIES DISCLAIMED BY THE COMPANY INCLUDE, BUT ARE NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUALITY, EFFECTIVENESS, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. ADDITIONALLY, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME, UNINTERRUPTED ACCESS, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, CONNECTIVITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION. FURTHER, COMPANY DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE, INCLUDING PERSONAL INFORMATION, USER CONTENT, OR OTHER INFORMATION PROVIDED BY YOU, WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE OR ERROR-FREE, OR THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE WEBSITE WILL BE CORRECTED. NO PRODUCTS (INCLUDING THIRD-PARTY PRODUCTS), SERVICES (INCLUDING SERVICES FROM THIRD PARTIES SUCH AS THE COMPANY’S CONTRACTORS), OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH OR LINKED TO OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY EXPRESS OR IMPLIED.

THE COMPANY FURTHER SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO ANY PRODUCTS, SERVICES, OR CONTENT, INCLUDING THIRD-PARTY PRODUCTS, SERVICES, CONTENT OR USER CONTENT, THAT YOU MAY PURCHASE, RECEIVE, ACCESS, OR USE. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH PRODUCTS OR SERVICES. SUCH PRODUCTS OR SERVICES MUST BE USED FOR ITS INTENDED PURPOSES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, IN CERTAIN CIRCUMSTANCES THE LIMITATION OF LIABILITY AND DISCLAIMERS MAY NOT APPLY TO YOU.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEBSITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE CONTENT OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, BROKEN LINKS, INACCURACIES OR TYPOGRAPHICAL ERRORS.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, PRODUCTS, SERVICES, THE INTERNET GENERALLY, AND THE INFORMATION, CONTENT, USER CONTENT, AND OTHER MATERIALS YOU ACCESS AND FOR YOUR CONDUCT ON AND OFF THE WEBSITE. SPECIFICALLY, YOU AGREE TO RELEASE THE COMPANY AND ITS MEMBERS, OWNERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, INSURERS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND/OR AGENTS (THE “COMPANY PARTIES”) AS FOLLOWS:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PROPERTY DAMAGE, BODILY HARM, INJURY, OR DEATH, GOODWILL OR DAMAGES RESULTING FROM LOSS OF DATA, OR BUSINESS INTERRUPTION RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE PRODUCTS, SERVICES, OR CONTENT OFFERED OR PROVIDED BY THE COMPANY, OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY DETRIMENTAL RELIANCE THAT YOU MAY PLACE UPON THE WEBSITE OR ITS CONTENTS, OR THE PRODUCTS, SERVICES, OR CONTENT OFFERED ON THE WEBSITE OR PROVIDED BY THE COMPANY AND/OR ANY THIRD-PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY SERVICE, PRODUCT, THE WEBSITE, AND/OR CONTENT IS TO STOP USING THE PRODUCT, WEBSITE, AND/OR CONTENT. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES GREATER THAN THE AMOUNT OF MONEY, IF ANY, THAT YOU PAID TO COMPANY FOR A PARTICULAR PRODUCT OR SERVICE.

DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, YOU AGREE THAT THE COMPANY WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THIS AGREEMENT BY YOU.

California Residents

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Confidentiality

You agree to not use, disclose, divulge, reveal, recreate, reproduce, publish, or transfer to any person any and all Confidential Information of the Company, which term shall include any information not in the public domain, in any form, possessed by, used by, under the control of, emanating from, or otherwise relating to the Company.

Entire Agreement / Reservation of Rights

These Terms and Conditions, the Privacy Policy and any other policy of the Company that is published or provided to you, which are incorporated herein by reference, represent the entire Terms and Conditions between you and the Company with respect to the use of the Website, and supersede all prior communications and proposals, whether electronic, oral, or written between you and the Company with respect to the Website, products, or services, or use and/or disclosure of Personal Information. In the event any other terms and conditions of the Company provided to you conflicts with or differs from any provision in these Terms and Conditions, these Terms and Conditions shall prevail and govern for all purposes and in all respects.  Any rights not expressly granted herein are reserved. Any attempt to alter, supplement or amend these Terms and Conditions is null and void, unless otherwise agreed to in writing by you and the Company.

Downtime; Service Suspensions; Termination

Your access to and use of the Website may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction,  or other unavailability of any portion or all of the Website for any reason, including as a result of power outages, system failures, or other interruptions.

The Company shall be entitled, without any liability to you, to suspend access to any portion or all of the Website at any time, on a system-wide basis: (a) for scheduled downtime to permit the Company to conduct maintenance or make modifications to the Website; (b) in the event of a denial of service attack or other attack on the Website or other event that the Company determines, in the Company’s sole discretion, may create a risk to the Website if the Website is not suspended; or (c) in the event that the Company determines that the Website is prohibited by law, or the Company otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.

You further agree that the Company reserves the right to terminate your access to any part of the Website for any reason in the Company’s sole discretion, at any time, without notice. The Company also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website with or without notice. You acknowledge and agree that the Company shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Website.

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its members, managers, owners, subsidiaries, affiliates, representatives, insurers, sponsors, partners, successors, assigns, employees and agents from and against any third party claims, liability, contributions, compensation, damages, judgments, losses, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Website, Company IP, Content, or other material, purchase of products, services, or other material, or your breach of the Terms and Conditions, the Privacy Policy, or any other published policy of the Company.

Governing Law; Waiver; Severability; Costs of Enforcement

This Agreement is governed by the internal substantive laws of the State of Maryland, USA, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms and Conditions shall lie exclusively within the Courts of Prince George’s County, Maryland, USA, and you consent to the exclusive jurisdiction and venue of these Courts to enforce the terms of this Agreement. You expressly waive the right to transfer any action filed therein. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of the Terms and Conditions, which shall remain in full force and effect. All provisions of these Terms and Conditions shall survive termination except those granting access or use to the Website, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under these Terms and Conditions. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by the Company in a particular “Legal Notice,” or material on particular web pages of the Website, these Terms and Conditions, the Company’s Privacy Policy, and other published policy by the Company constitute the entire agreement between you and the Company. In the event of any legal action arising hereunder or between you and the Company, and the Company is the prevailing party, the Company shall be entitled to recover all costs and expenses including but not limited to reasonable attorneys’ fees incurred in enforcing, attempting to enforce, or defending any of the Terms and Conditions, including costs incurred prior to commencement of legal action and in any appeal.

Rights You Agree To Give Up

If either you or we choose to litigate any claim, then you and we agree to waive the following rights: RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR A CLASS MEMBER IN ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY WHETHER IN COURT OR IN ARBITRATION.

If you have any questions about these Terms and Conditions, please write to us at:

4600A Boston Way
Lanham, MD 20706
info@cpdirectllc.com

Production Standards and Practices

1. Quotations/Estimates: A quotation not accepted within 30 days may be changed.

2. Orders: Acceptance of orders is subject to credit approval and contingencies such as fire, water, strikes, theft, vandalism, acts of God, and other causes beyond our control. Canceled orders require compensation for incurred costs and related obligations.

3. Experimental Work: Experimental or preliminary work performed at the customer’s request will be charged to the customer at our current rates. This work may not be used without our written consent.

4. Creative Work: Sketches, copy, dummies and all other creative work developed or furnished by the customer are the customer’s exclusive property. Written approval for all use of this work and for any derivation of ideas from it is required.

5. Accuracy of Specifications: Quotations are based on the accuracy of the specifications provided. We can requote a job at the time of submission if copy, film, disks, or other input materials do not conform to the information on which the original quotation was based.

6. Electronic Manuscripts/Images: It is the customer’s responsibility to maintain a copy of the original file. We are not responsible for accidental damage to media supplied by the customer or for the accuracy of furnished input or final output. Until digital input can be evaluated by us, no claims or promises are made about our ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilize customer-supplied files will be charged at our prevailing rates.

7. Alterations/Corrections: Customer alterations include all work performed in addition to the original specifications. All such work will be charged at our current rates.

8. Preparatory Material: Artwork, type, plates, negatives, positives, tapes, disks and other items and media supplied by us shall remain our exclusive property.

9. Prepress Proofs: We will submit prepress proofs along with the original copy for the customer’s review and approval. Corrections must be marked on the proof. Corrections will be returned to us on a “master set” marked “OK”, “OK With Corrections” or “Revised Proof Required” and signed by the customer. Until the master set is received, no additional work will be performed. We will not be responsible for undetected production errors if: Proofs are not required by the customer, or the work is printed per the customer’s OK, or requests for changes are communicated verbally.

10. Press Proofs: Press proofs will not be furnished unless they have been required in writing in the quotation. A press sheet can be submitted for the customer’s approval as long as the customer is present during make-ready. Any press time lost or alterations or corrections made because of the customer’s delay or change will be charged at our current rates.

11. Color Proofing: Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and completed product is to be expected. When a variation of this kind occurs, it will be deemed acceptable performance.

12. Overruns/Underruns: Overruns and underruns will not exceed ten (10%) percent of the quantity ordered. We may bill for the actual quantity delivered within this tolerance. If the customer requires a guaranteed quantity, the percentage of tolerance must be stated in writing at the time of quotation.

13. Customer-Furnished Materials: Materials furnished by the customer or their suppliers are verified by delivery tickets. We bear no responsibility for discrepancies between delivery tickets and actual counts received by us. Customer supplied paper must be delivered according to specifications furnished by us. These specifications will include correct weight thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by the customer must be usable by us without alteration or repair. Items not meeting this requirement will be repaired by the customer or by us at our current rates.

14. Outside Purchases: Unless otherwise agreed in writing, all outside purchases as requested or authorized in writing by the customer are chargeable by us to the customer.

15. Storage: We will retain intermediate materials used until the related end product has been accepted by the customer. If requested by the customer, intermediate materials will be stored for an additional period at an additional charge. We are not liable for any loss or damage to stored material beyond what is recoverable by our fire and extended insurance coverage, in the event of a loss.