By Placing An Order On plavidian.com, You Agree To The Following Terms:
CRITICAL COLOR REPRODUCTION INFORMATION
Plavidian utilizes a process of printing referred to as "Gang-Run Printing" which provides affordable four-color printing. "Gang-Run Printing" will group your job with other jobs allowing overall production costs and expenses to be shared with our other customers.
Because of variances in paper, equipment, inks, and other conditions between color proofing and production pressroom operations, a "pleasing color" [as determined by generally accepted trade technical methods] is to be expected with gang-run printing. When such a variation occurs, it will be considered acceptable performance. Plavidian accepts no responsibility for color variations between submitted files and the final printed piece achieved from utilizing the gang-run process. Under
NO circumstances will a reprint be honored for color variations that have occurred during the gang-run printing process. If you require a more precise printed product please request a
custom quote. By placing an order you are agreeing to all of our terms and conditions.
Prices posted on this website are subject to change without notice. Written estimates are good for 5 days. An estimate not accepted within 5 days may be changed.
2. Payment Terms
ALL orders must be prepaid due to the speed of our turnaround. In the event the details of an order/job have been modified and an unpaid balance is created, the card used to place the original order will be charged. Charges typically will occur within 24-48 hours of the modification, but can take up to 45 days depending on our current workload as these charges must first be individually verified by a human.
3. Late Payments
All payments that are not received within 30 days from when the order was placed or by agreed upon date will be assessed a 20% late payment charge.
plavidian.com reserves the right to upgrade the coating or quantity, at no additional charge, for any product ordered (excluding mailer pieces or unless otherwise stated in the details/special instructions). plavidian.com also reserves the right to use its sole discretion in refusing to print anything it deems improper or known to be illegal. plavidian.com is not liable for any damages resulting from unwitting violation of copyright laws or illegal use of trade names or slogans. The client guarantees the legal title of all matter submitted to plavidian.com for printing and/or publication.
5. Order Approval/Proofing
plavidian.com has and assumes no obligation to proof or otherwise review the content or layout of your order. Even if a plavidian.com customer service representative has inquired as to the attributes of one of your prior orders, you are not entitled nor should you assume that plavidian.com will review any other order you place. Orders are printed in their "as submitted" form and the customer is fully responsible for final proof and layout verification and approval prior to submission to the print process. plavidian.com DOES NOT make any changes on customer files. Once you submit an order to the print process you are agreeing that you are fully satisfied with the document layout and content and you accept responsibility for any errors therein. plavidian.com will assume that you have verified the spelling, grammar, content and layout, etc. are all correct and it will not accept any liability for errors such as misspelling, graphics, grammar, damaged fonts, punctuation, transparency, overprint, improper layout, bleeding, erroneous cut or fold lines, die lines or crop marks, sizing, etc.
plavidian.com does not provide proofs of any order unless the customer requests it as part of the order process and it is an option available for the product. If you request a proof then it is your responsibility to verify the proof against the original (and to correct any spelling or grammatical errors, etc).
If a proof is requested, then your job will not be processed or deemed production ready until you have approved the proof in writing. Please be aware that this may impact the job turnaround time.
6. Flyer Tagging
Plavidian reserves the right to place a tag similar to "Printed by plavidian.com" on the printed material unless customer states that they would prefer it not to appear when initially placing order. There may be a fee added if you elect not to have a tag placed on your flyer. Under no circumstances will Plavidian tag business cards or reseller accounts.
7. Current Specials
In order to receive the discounts associated with Plavidian's "Current Specials", you must input the appropriate/relevant promotion code when placing your order. If you do not input the appropriate/relevant promotion code, you
WILL NOT receive a discount and discounts will not be applied retroactively after the order has been placed. If participating in company specials or receiving discounts, you agree to be a member of our mailing list; if you are not already and you also agree to authorize Plavidian to tag your printed flyer (see section 4) unless you are a reseller or otherwise agreed upon.
Specials are only available to eligible customers and specials can be updated at any time.
Cancelled orders require compensation for incurred costs and related obligations at the time of cancellation. Due to the speed of our turnaround, you may only cancel a job the same business day you place your order. The cancellation must occur before the cutoff time that applies to your order and the related product(s) that were ordered. A minimum charge of $35 + 3% of total job cost (includes shipping) is applied to jobs canceled. No refunds will be issued for orders cancelled after the business day order was placed. In those instances we will issue store credit.
9. General Refund Policy
Under no circumstances will Plavidian issue a refund. We only issue store credit.
10. Credit Card Forced Refund/Chargeback Policy
All credit card issues and/or disputes on products or services purchased by your credit card authorization from plavidian.com shall be dealt with between the customer and plavidian.com. By agreeing to these terms and conditions the customer agrees to never chargeback a purchase for any reason.
11. Store Credit
Under no circumstances will store credit be exchanged for cash. Store credit may not be combined with any current specials or other promotion.
12. Accuracy of Specifications
Quotations are based on the accuracy of the specifications provided. plavidian.com can re-quote a job at the time of submission if the art does not conform to the information on which the original estimate was based. Orders placed with plavidian.com are to the client's knowledge correct, and there are no conditions or agreements relating to the order which are not written or accompanying said order.
plavidian.com's liability shall be limited to the stated selling price to the customer of any defective goods, and shall in no event include special, consequential, incidental, indirect or similar damages, including without limitation, lost profits. plavidian.com warrants that every product manufactured meets the industry standard for that such product and is free of any material defect in workmanship. IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF ALL WARRANTIES OF FITNESS FOR PARTICULAR USE AND MERCHANTABILITY. plavidian.com makes no other warranty and no actions or words of plavidian.com or its officers, employees or agents shall constitute a warranty.
14. Governing Law and Arbitration
Any dispute between any of the parties hereto or any claim by a party against another party arising out of or relating to this Agreement or any alleged breach thereof, shall be determined by arbitration in accordance with the commercial arbitration rules then in force with the American Arbitration Association. The arbitration shall be conducted in Vista, CA and shall be subject to the substantive law of the State of CA. The decision rendered by the arbitrator shall be accompanied by a written opinion in support thereof and shall be final, conclusive and binding upon the parties in the dispute without right of appeal. Judgment upon any such decision may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the decision of an order of enforcement, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the parties against whom enforcement is ordered. The fees and expenses of such arbitration shall be borne by the non-prevailing party, as determined by such arbitration.
The customer represents that it has the legal right to produce all printed materials ordered from plavidian.com. In the event that a charge, claim or demand, or arbitration, action or proceeding (collectively, a "Claim") is made or commenced against plavidian.com based upon, relating to or arising from the alleged wrongful acts of the customers, or alleging that the printing performed or product produced by plavidian.com ordered by the customer: (a.) infringes any copyright, patent or other proprietary right of any person; or (b.) contains matter that is libelous, slanderous, defamatory, scandalous or obscene, the customer shall indemnify and hold plavidian.com harmless from and against any loss, damages, cost and expense arising from or related to the Claim including without limitation; (1.) defending plavidian.com against any such Claim (2.) paying any judgment or award against the customer; and (3.) reimbursing plavidian.com for any legal fees and expenses it reasonably incurs in responding.
16. Electronic Manuscripts/Images
It is the client's responsibility to maintain a copy of the original computer files, artwork and transparencies. plavidian.com is not responsible for accidental loss or damage to media supplied by the client or for errors on supplied artwork furnished by the client. Until plavidian.com can evaluate digital input, 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 client-supplied files will be charged at our current rates. plavidian.com does not archive your work for longer than it takes to produce the final product. Please save your work!
Client alterations must be specified in writing and must include all corrections or changes from the original specifications. Such work will be charged at our current design rate.
18. Prepress/Hardcopy Proofs
When ordered by the customer, plavidian.com will submit color proofs for the customer's review and approval. Shipping charges may be assessed when sending a proof via mail, courier or any means other then pickup.
To request a proof you must order it through the website shopping cart system when placing your print order. Proofs must be returned to plavidian.com marked "O.K." or "Revised Proof Required" and signed by the customer. Until the proof is returned, no additional work will be performed. plavidian.com will not be responsible for undetected production errors if:
- Proofs are waived by the client;
- The work is printed per the client's written OK;
- Requests for changes are communicated verbally.
All requests for changes of any kind must be made in writing to avoid mistakes.
19. Color Proofing
Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a "pleasing color" variation between color proofs and the completed job [as determined by generally accepted trade technical methods] is to be expected. When such a variation occurs, it will be considered acceptable performance.
The generally accepted trade practice is plus or minus 10%.
21. Delivery/3rd Party Shipping/Pickup
Charges for delivery of materials and supplies from the client or the client's supplier to plavidian.com are not included in quotations unless specified. plavidian.com is not responsible for delays and/or damage incurred during shipping. Title for finished work passes to the customer upon delivery to the carrier at shipping point; or upon mailing of invoices for the finished work or its segments, whichever comes first. If the "pickup" option is selected when the order is originally placed you will have 15 calendar days to retrieve materials. If more than 15 calendar days elapses the order is considered abandoned and Plavidian has the right to discard materials, unless otherwise agreed upon in writing. Orders that have delivery or shipping selected will be shipped immediately upon completion. Shipping carriers visit our plant mon-fri (4pm-6pm) and pickup completed orders, exceptions are holidays or if the office is closed due to inclement weather. If your order is not ready by the time the shipping carrier visits our plant, your order will be picked up the following business day. Airline cargo is handled differently, as we take those orders directly to the airport. If you will be picking up your order on a Saturday, please be aware Saturday pickup is a courtesy service and is by appointment only. If Saturday pickup is available you will be contacted prior to Saturday and be given an exact time that someone will be available; please be aware Saturday pickup is a courtesy service and is by appointment only.
Claims for defects, damages, or shortages must be made by the client in writing no later than 10 calendar days after delivery. If no such claim is made, plavidian.com and the client will understand that the job has been accepted. By accepting the job, the client acknowledges that plavidian.com's performance has fully satisfied all terms, conditions and specifications. Any disputes on products or services purchased by your credit card authorization from plavidian.com shall be dealt with between the customer and plavidian.com.
23. Right to Subcontract
plavidian.com shall have the right to assign any portion of the work required to another vendor.
24. Workmanship Guarantee
We guarantee all orders to be within "gang run" specs and to be free of defects in workmanship. If any order does not match the
generally accepted trade standards, we will reprint the job or issue the customer a credit at our discretion.
- Print turnaround is based from when production begins.
- When placing an order we will print the corresponding size that is selected unless otherwise stated in the details/special instructions. (if you can not find your desired size, please pick the next size up i.e. if you want a 4x4 flyer you would select "CD Insert (4.75 x 4.75)" and note in the special instructions that you want a 4x4.
- The final piece MAY be up to an 1/8th inch smaller or larger than actual order size unless exact size is selected.
- The final piece MAY slide up, down, left, or right 1/16th inch to 1/8th inch in either direction. So we strongly recommend that you DO NOT use borders in your artwork.
- The final piece MAY be cut slightly uneven, 0 to 10 degree shifts are considered acceptable.
- When reordering, colors MAY be slightly different then original order. (unless a proof is purchased and color matching is purchased for an additional fee).
- If files are submitted and do not meet our bleed
specifications, Plavidian reserves the right to add a border to the artwork.
- If files are submitted in RGB mode, you are authorizing Plavidian to convert the file(s) to CMYK mode. (converting files from RGB to CMYK may cause color shifting as well as other undesirable results).
- If we only receive one file for a job we will assume that file is to be used for side 1 and side two is blank, unless otherwise stated.
- We will NOT accept files that are emailed. All orders
If for any reason we must reprint a job, we MUST use the original files uploaded. Under no circumstances will we accept new files for the reprint.
26. Turnaround Estimate
Purchasing non-standard upgraded turnaround should NOT be construed as a guarantee and does not apply to any additional production. Additional production includes, but is not limited to folding, scoring, perforating, die-cutting and drilling. (please see section 23., sub category a. for more information on when printing occurs.
Print turnaround times displayed on the price calculator page are only estimates. At Plavidian's discretion, if a job does ship by the estimated turnaround, Plavidian may issue a store credit towards the customer's next order, but the customer must request this credit. The amount of the credit is at the discretion of Plavidian. Resellers do not qualify for store credit. Exceptions to the issuance of store credit include, but are not limited to equipment failure/power outages, 3rd party shipping errors and "acts of god".
27. Privacy Statement
Please click here to view our privacy and security policy
plavidian.com may use your product for samples or advertising purposes.
Our name will appear as "plavidian.com or Plavidian or Plavidian" on your credit card statement.
30. Billing Penalties
There will be a charge for all returned checks
31. Inkjet Proofs
Inkjet and laser prints are known to look substantially different than offset printing. We offer quick turnaround and low prices by printing to a "pleasing color" standard, using standard ink densities. There is no guarantee that your finished piece will match your printed proof. This is due to the varying results from different output devices including inkjet printers, continuous tone proofing devices, and film-based proofs.
32. Changes to our Terms & Conditions Policy
plavidian.com may change, modify, add or remove portions of this policy at any time, and any changes will become effective immediately upon being posted unless we state otherwise.
IMPORTANT TERMS AND CONDITIONS FOR PLACING AN ORDER WITH PLAVIDIAN (“WE”, “US”, OR “OUR” MAY MEAN PLAVIDIAN, OR ITS RESPECTIVE PARTNERS, SUBSIDIARIES AND AFFILIATES AND THE OFFICERS, DIRECTORS, AGENTS, OWNERS, EMPLOYEES, CLIENTS, SUCCESSORS AND ASSIGNS AND AUTHORIZED REPRESENTATIVES OF ALL THE FOREGOING). BY PLACING AN ORDER, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”). PLEASE READ THEM CAREFULLY BEFORE PLACING AN ORDER. “YOU”, “YOUR”, OR “CLIENT” REFERS TO THE CUSTOMER ORDERING PRODUCTS OR SERVICES FROM US.
SERVICES PROVIDED: WE PROVIDE GRAPHIC DESIGN, PRINTING, AND PRINTED MATERIALS, MAILING PREPARATION, MARKETING SUPPORT SERVICES, AND TOGETHER WITH ANY OTHER PRODUCTS AND SERVICES THAT, ALTHOUGH NOT EXPRESSLY DESCRIBED IN THE FORGOING, ARE NONETHELESS REASONABLY INFERABLE AS NECESSARY TO ACHIEVE THE OBJECTIVES EXPRESSLY CONTEMPLATED BY A CLIENT’S ORDER, OR THAT ARE CUSTOMARILY PROVIDED BY OTHER PROFESSIONALS PERFORMING SERVICES OF A SIMILAR NATURE TO THOSE WHICH ARE TO BE PROVIDED AS SET FORTH ABOVE.
TURNAROUND: WE USE COMMERCIALLY REASONABLE EFFORTS TO MEET YOUR EXPECTATIONS AND REQUESTS, INCLUDING PRODUCTION AND SHIPPING DATES. HOWEVER, QUOTED, AND PUBLISHED SHIP OR MAIL DATES ARE BEST ESTIMATES AND SHALL NOT BE CONSIDERED GUARANTEES.
SCHEDULE: PRODUCTION TURNAROUND TIME BEGINS AFTER WE RECEIVE YOUR WRITTEN APPROVAL FOR YOUR PROOF. FOR PROOFS APPROVED AFTER 11:00 AM (PACIFIC STANDARD TIME), PRODUCTION TURNAROUND TIME WILL BEGIN THE NEXT BUSINESS DAY. BUSINESS DAYS ARE CONSIDERED MONDAY THROUGH FRIDAY. ALL STATE OF CALIFORNIA AND FEDERAL HOLIDAYS ARE EXCLUDED FROM BUSINESS DAYS.
PAYMENT TERMS: ALL ORDERS MUST BE PREPAID BEFORE COMMENCING PRODUCTION. WE RESERVE THE RIGHT TO PLACE JOBS ON INDEFINITE HOLD IF THE CREDIT CARD DECLINES OR FOR PAYMENT PENDING VIA CHECK. THERE ARE NO NET CREDIT TERMS ACCOUNTS UNLESS PRE-APPROVED IN WRITING BY MANAGEMENT AND SECURED BY CREDIT CARD OR DEPOSIT. USPS POSTAGE MUST BE PAID VIA CHECK OR WIRE TRANSFER.
YOU AUTHORIZE US TO CHARGE ANY CREDIT CARD OR DEBIT CARD PREVIOUSLY AUTHORIZED FOR UNPAID OR OVERDUE ACCOUNTS NOT RECEIVED WITHIN PAYMENT TERMS (IF APPLICABLE). ADDITIONALLY, YOU AUTHORIZE US TO CHARGE ANY CREDIT CARD OR DEBIT CARD PREVIOUSLY USED FOR NONSUFFICIENT FUNDS (NSF OR RETURNED) CHECKS OR TO CONVERT ANY RETURNED CHECK INTO A DEMAND DRAFT OR MULTIPLE DRAFTS IN AN AMOUNT EQUAL TO THE AMOUNT DUE. THERE IS A FEE OF $35 FOR ANY NONSUFFICIENT FUNDS CHECK.
ALL SALES ARE FINAL: BECAUSE EACH PRINT JOB IS CREATED CUSTOM FOR YOU, IT CANNOT BE REUSED OR RESOLD. ALL SALES ARE FINAL.
ORDER CANCELLATIONS AND REFUNDS: CREDITS OR REFUNDS FOR CANCELLATION OF ORDERS ARE AVAILABLE ON ORDERS THAT HAVE NOT BEEN PLACED INTO PRODUCTION. IF AN ORDER IS CANCELLED AFTER WE HAVE SENT A PROOF TO YOU, BUT BEFORE IT IS APPROVED BY YOU, A REFUND WILL BE PROVIDED TO YOU LESS A $50 ADMINISTRATIVE FEE FOR WORK COMPLETED PRIOR TO CANCELLATION. THERE ARE NO REFUNDS IF AN ORDER IS CANCELLED AFTER IT HAS BEEN PLACED INTO PRODUCTION. ORDERS WITH CUSTOM DIES, THIRD-PARTY SERVICES (SUCH AS VARIABLE DATA POSTCARDS OR POST-PRESS SERVICES), OR SPECIAL “NON-RETURNABLE” PAPER STOCKS ARE NOT REFUNDABLE AFTER THE ORDER IS PLACED. IF YOU NEED TO CANCEL AN ORDER PLACED, YOU MUST EMAIL THE CANCELLATION REQUEST TO CODY@PLAVIDIAN.COM AND CALL AND SPEAK WITH OUR REPRESENTATIVE TO CONFIRM RECEIPT OF THE CANCELLATION AND THE CANCELLATION CHARGES AT THAT POINT IN TIME. SENDING THE EMAIL, OR LIVECHAT, WITHOUT CONFIRMATION IS NOT ENOUGH TO CANCEL AN ORDER. THERE ARE NO CANCELLATIONS OR REFUNDS FOR ANY DATA PURCHASES, DATA SERVICES, OR GRAPHIC DESIGN SERVICES.
CLAIMS AND RETURNS: CLAIMS FOR DEFECTS, DAMAGES, OR SHORTAGES MUST BE TIMELY MADE BY YOU IN WRITING, SENT BY USPS PRIORITY MAIL, CERTIFIED MAIL, PAPER VERSION RETURN RECEIPT REQUESTED, TO US AT THE ADDRESS LISTING ON YOUR ORDER INVOICE, NO LATER THAN FIVE (5) CALENDAR DAYS AFTER DELIVERY. IF NO SUCH CLAIM IS MADE, YOU AGREE THE ORDER AND PERFORMANCE TENDERED BY US HAVE BEEN ACCEPTED. IF A JOB IS UNACCEPTABLE TO YOU DUE TO TRUE DEFECTS IN WORKMANSHIP, AND ALL THE MATERIALS SHIPPED ARE RETURNED TO US FOR INSPECTION AND CONFIRMATION OF THE DEFECTS, WE WILL REPRINT THE JOB AT NO COST, OR ISSUE A CREDIT FOR FUTURE ORDERS. NO CASH REFUNDS ARE OFFERED. PLEASE NOTE THAT THE FULL ORIGINAL ORDER MUST BE RETURNED TO US AND INSPECTED.
ORDERS TENDERED DIRECTLY TO THE USPS FOR DELIVERY ARE NOT SUBJECT TO THE FOREGOING CLAIMS AND RETURNS SECTION. ORDERS TENDERED TO THE USPS ARE NOT ELIGIBLE FOR CLAIMS AND YOU AGREE THAT THERE SHALL BE NO CREDIT OR REFUND GIVEN UNDER ANY CIRCUMSTANCE OUTSIDE OF ACTS ARISING FROM OUR INTENTIONAL MALFEASANCE.
NO REPRINTS OR CREDITS ARE OFFERED FOR THE FOLLOWING REASONS (THESE ARE NOT CONSIDERED DEFECTS):
· LOW RESOLUTION OR LOW QUALITY GRAPHICS AND IMAGES AS SUPPLIED BY YOU
· SPELLING, PUNCTUATION, AND GRAMMATICAL ERRORS FROM YOUR APPROVED PROOF
· DAMAGED FONTS
· COLOR REPRODUCTION
· ARTWORK FILES THAT ARE NOT CREATED FOLLOWING OUR OR USPS SPECIFICATIONS
· VARIANCES IN COLOR FROM THE CONVERSION OF PANTONE OR RGB COLORS TO CMYK
· ERRORS IN USER-SELECTED OPTIONS SUCH AS SIZE, QUANTITY, PAPER AND FINISH
· DUPLICATE ORDERS SUBMITTED BY YOU
· INCORRECT FILES UPLOADED BY YOU
· INCORRECT FILE ORIENTATION ON YOUR PROVIDED FILES.
· CRACKING ON FOLDS
· CUTTING VARIANCES
· INCORRECT OR UNDELIVERABLE SHIPPING ADDRESS
ART FILE TYPE: ALL FILES MUST BE SUBMITTED IN CMYK COLOR FORMAT. IF A JOB IS SUBMITTED IN AN RGB OR OTHER COLOR FORMAT, IT WILL BE CONVERTED TO CMYK. WE WILL NOT BE RESPONSIBLE FOR COLOR SHIFTS THAT OCCUR DUE TO THIS CONVERSION.
SHIPPING TERMS: ALL SHIPMENTS ARE FOB SHIPPING POINT FROM OUR LOCATION. WE ASSUME NO LIABILITY FOR DAMAGE IN SHIPPING, MISSING, OR OTHERWISE DELAYED SHIPMENTS.
COLOR REPRODUCTION: BECAUSE OF DIFFERENCES IN EQUIPMENT MANUFACTURERS, INCLUDING PAPER, INKS, LIGHTING, AND OTHER CONDITIONS, ALL PRINT JOBS UTILIZE A “PLEASING COLOR” SPECTRUM AS DETERMINED BY GENERALLY ACCEPTED PRINTING PRACTICES. THE COLOR OUTPUT OF YOUR PRINT JOB IS NOT GUARANTEED TO MATCH ANY OTHER PRINT ORDER OR PREVIOUS PRINTED COPY. WE ARE NOT RESPONSIBLE FOR COLOR VARIATIONS BETWEEN SUBMITTED FILES AND THE FINAL PRINTED PIECE. UNDER NO CIRCUMSTANCES WILL A REPRINT BE HONORED FOR COLOR VARIATIONS THAT HAVE OCCURRED DURING THE PRINTING PROCESS.
PROOFING PROCESS: IF YOU SELECT “ONLINE PROOF” OR REQUEST A DIGITAL PROOF, WE WILL SEND AN EMAIL NOTICE SHORTLY AFTER RECEIVING IT INTO OUR PRODUCTION DEPARTMENT.
PLEASE TAKE NOTE THAT AN ONLINE PROOF IS NOT AN ACCURATE COLOR REPRODUCTION OF THE FINAL PRINTED PIECE BUT IS A FINAL OPPORTUNITY FOR YOU TO CHECK THE LAYOUT, BLEEDS, CROPS, AND FINAL TEXT.
THE PROOFING PROCESS IS VERY IMPORTANT TO AVOID ANY UNINTENDED ISSUES.
APPROVAL OF THE CORRECT AND FINAL PRINT VERSION IS YOUR SOLE RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY COPY OR DESIGN ERRORS COMMITTED ON EDITS ONCE APPROVED BY YOU.
COLOR PRINTER AND INKJET OR COLOR COPIES: INKJET AND LASER PRINTS WILL LOOK SUBSTANTIALLY DIFFERENT THAN COMMERCIAL OFFSET PRINTING. WE OFFER QUICK TURNAROUND AND LOW PRICES BY PRINTING TO A “PLEASING COLOR” STANDARD, USING STANDARD INK DENSITIES. THERE IS NO GUARANTEE THAT YOUR FINISHED PIECE WILL MATCH ITS PRINTED SAMPLE. THIS IS DUE TO THE VARYING RESULTS FROM DIFFERENT OUTPUT DEVICES INCLUDING INKJET PRINTERS, CONTINUOUS TONE PROOFING DEVICES, AND FILM-BASED PROOFS. CONSUMER PRINTERS ARE KNOWN TO SATURATE COLORS AND GLOSSY “PHOTO” PAPER WILL LOOK DIFFERENT.
CONTENT: WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO: I) REFUSE TO PROVIDE SERVICE TO YOU AT ANY TIME AND FOR ANY REASON; OR II) PRINT ANYTHING WE DEEM IMPROPER, OFFENSIVE, OR KNOWN TO BE ILLEGAL. YOU GUARANTEE THAT YOU HAVE THE LEGAL AUTHORITY TO ALLOW US TO USE ALL MATTER SUBMITTED TO US BY YOU, INCLUDING BUT NOT LIMITED TO THE NECESSARY LICENSE AND PERMISSION TO USE ANY COPYRIGHTED MATERIAL, TRADEMARKS, OR GRAPHICS. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT OF ALL MATTER SUBMITTED TO US BY YOU. WE ARE NOT LIABLE FOR ANY DAMAGES RESULTING FROM VIOLATION OF COPYRIGHT LAWS OR ILLEGAL USE OF TRADE NAMES OR SLOGANS.
QUOTES AND ESTIMATES: WRITTEN ESTIMATES ARE GOOD ONLY FOR THE AMOUNT OF TIME SPECIFIED ON THE QUOTE OR ESTIMATE, OR FOR 15 DAYS IF NOT OTHERWISE SPECIFIED, WHICHEVER IS LESS. A QUOTE OR ESTIMATE NOT ACCEPTED WITHIN THE SPECIFIED TIME FRAME MAY BE SUBJECT TO CHANGE. PRICES POSTED ON OUR WEBSITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. QUOTATIONS ARE BASED ON THE ACCURACY AND COMPLETENESS OF THE SPECIFICATIONS AND SELECTIONS PROVIDED BY YOU IN WRITING. WE RESERVE THE RIGHT TO MODIFY A PRIOR QUOTATION MADE IF, AT THE TIME OF SUBMISSION OF THE ORDER, THE ART OR OTHER PARAMETER DOES NOT CONFORM TO THE INFORMATION ON WHICH THE ORIGINAL ESTIMATE WAS BASED.
OVERRUN/UNDERRUN: WE WILL NORMALLY DELIVER THE EXACT QUANTITY OF GOODS ORDERED PLUS A SMALL ADDITIONAL AMOUNT. THERE IS NO EXTRA CHARGE FOR THE ADDITIONAL AMOUNT. SHOULD AN ORDER BE DELIVERED WITH LESS THAN THE AMOUNT ORDERED, YOU AGREE THAT A CREDIT ISSUED FOR THE VALUE OF THE SHORTED PIECES IS ACCEPTABLE AS FULL SATISFACTION OWED FOR THE SHORTED ITEMS.
CUSTOMER FILES: IT IS YOUR RESPONSIBILITY TO MAINTAIN A COPY OF THE ORIGINAL COMPUTER FILES, ARTWORK. WE ARE NOT RESPONSIBLE FOR ACCIDENTAL LOSS OR DAMAGE TO MEDIA SUPPLIED BY YOU OR FOR ERRORS ON SUPPLIED ARTWORK FURNISHED BY YOU. WE DO NOT ALWAYS ARCHIVE YOUR WORK FOR LONGER THAN IT TAKES TO PRODUCE THE FINAL PRODUCT. DO NOT SEND ANY “ONE-OF-KIND” PRINTS OR ARTWORK.
STOCK PHOTOGRAPHY LICENSE: ALL MATERIALS WE CREATE IN PRODUCING PRINTED MATERIALS OR POSTCARDS ARE THE PROPERTY OF US AND/OR OUR AFFILIATES OR LICENSORS, AND ARE PROTECTED BY COPYRIGHT, TRADEMARK, AND OTHER INTELLECTUAL PROPERTY LAWS. THIS INCLUDES TYPESET LAYOUTS AND COLOR SCANS. WE MAY USE LICENSED STOCK IMAGES FOR CUSTOMER DESIGNS, UNDER OUR CORPORATE LICENSE. YOU MAY NOT RE-USE THE MATERIAL THAT WE CREATE FOR ANY OTHER PURPOSE OTHER THAN THE PRINTED PIECE PROVIDED BY US.
USPS DISCLAIMER: WE PROVIDE DESIGN, PRINTING SERVICE AND MAILING PREPARATION SERVICES. WE DO NOT PROVIDE MAIL DELIVERY SERVICES. THIS SERVICE IS PROVIDED BY UNITED STATES POSTAL SERVICE (“USPS”). WE ARE NOT THE USPS AND CANNOT AND DO NOT GUARANTEE THE DELIVERY SCHEDULES OR EXACT DATES OF YOUR MAILINGS. WE DO NOT REPRESENT ANY SPECIFIC DELIVERY TIME PERIOD. OUR SERVICES ARE COMPLETED WHEN YOUR MAIL SUBMITTED TO THE USPS AND WE RECEIVE A FINALIZED POSTAGE STATEMENT. IF THERE IS A DELIVERY OR SERVICE ISSUE SPECIFIC TO USPS, WE MAY ASSIST YOU TO A REASONABLE EXTENT, SUBJECT TO OUR DISCRETION, IN COORDINATING AVAILABLE RESOLUTIONS WITH USPS DIRECTLY. USPS WILL REQUIRE SPECIFIC AND/OR VERIFIABLE PROOF OF ERROR. A SELF-CERTIFIED STATEMENT THAT A MAIL PIECE WAS NOT RECEIVED IS NOT A VERIFIABLE ERROR FOR USPS.
DISTRIBUTION VERIFICATION: UPON REQUEST BY YOU WITHIN 30 DAYS OF THE MAILING DATE OF YOUR MAILING, WE WILL PROVIDE YOU VERIFICATION THAT YOUR MAIL WAS SUBMITTED TO THE USPS IN THE FORM OF A FINALIZED USPS POSTAGE STATEMENT.
MAILING LIST QUALITY: WE ARE NOT RESPONSIBLE FOR UNDELIVERABLE OR RETURNED PIECES ON ANY SUPPLIED MAILING LIST DATA PROVIDED BY YOU REGARDLESS IF WE PROCESSED NCOA AND CASS CERTIFICATIONS. MAILING LISTS PROVIDED BY YOU ARE PROCESSED TO MEET USPS MAILING STANDARDS. DUPLICATE RECORDS ARE NOT REMOVED UNLESS DIRECTED BY YOU. AN ALTERNATIVE ADDRESS FORMAT IS USED ON ALL POLITICAL CAMPAIGN MAIL UNLESS REQUESTED BY YOU TO PERFROM AN NCOA UPDATE.
POSTAGE FEES: YOU SHOULD EXPLICITLY RECOGNIZE THAT WE ARE NOT THE USPS AND ANY MONEY PAID FOR POSTAGE IS COLLECTED AND PAID TO USPS ON YOUR BEHALF. THESE FUNDS ARE NOT OURS AND ARE NOT REFUNDABLE FOR ANY REASON BY US. TO ALLOW SUFFICIENT TIME FOR PAYMENT DEPOSIT WITH THE USPS, WHEN YOU USE OUR PERMIT NUMBER, WE REQUIRE THAT ALL CHECKS AND CREDIT CARD PAYMENTS FOR POSTAGE BE IN OUR POSSESSION 72 HOURS BEFORE YOUR MAIL DATE. IF A POSTAGE DEPOSIT IS NOT RECEIVED, WE CANNOT ADVANCE THE POSTAGE REQUIRED, AND THE USPS WILL NOT ACCEPT YOUR MAIL.
POSTAGE REFUNDS: UNDER ABSOLUTELY NO CIRCUMSTANCES WILL POSTAGE BE REFUNDED FOR ANY REASON ONCE AN ORDER HAS BEEN SUBMITTED TO THE USPS FOR MAILING.
SUBCONTRACTORS. PROVIDER SHALL HAVE THE RIGHT, WITHOUT THE PRIOR WRITTEN APPROVAL OF CLIENT TO RETAIN QUALIFIED SUBCONTRACTORS (“SUBCONTRACTOR(S)”) TO PERFORM PORTIONS OF THE SERVICES. PROVIDER SHALL NOT BE LIABLE FOR THE ACTS OF GROSS NEGLIGENCE AND OMISSIONS OF ITS SUBCONTRACTORS.
DRAWINGS, SPECIFICATIONS AND REFERENCE DOCUMENTS. SERVICES SHALL BE PERFORMED WITH DUE CONSIDERATION OF, AND IN A MANNER THAT CONFORMS TO, THE ORDER REQUIREMENTS AND CONDITIONS SET FORTH IN THE ORDER DOCUMENTS, AND WITH DUE CONSIDERATION TO THE MATTERS DISCLOSED IN ANY REFERENCE DOCUMENTS PROVIDED BY THE CLIENT AND ACCEPTED IN WRITING BY US. WE SHALL BE ENTITLED TO RELY UPON THE ACCURACY AND SUFFICIENCY OF INFORMATION PROVIDED BY CLIENT FOR OUR USE, INCLUDING, WITHOUT LIMITATION, THE REFERENCE DOCUMENTS. CLIENT WARRANTS THE ACCURACY OR SUITABILITY OF SUCH INFORMATION.
INTELLECTUAL PROPERTY. ALL INTELLECTUAL PROPERTY, IDEAS, INVENTIONS, WRITINGS, SOFTWARE AND CONFIDENTIAL INFORMATION CREATED OR CONCEIVED BY US ALONE OR WITH OTHERS WHILE PROVIDING SERVICES TO THE CUSTOMER THAT RELATE TO THE CLIENT'S ORDER ARE THE EXCLUSIVE PROPERTY OF THE US. WE GRANT A NON-EXCLUSIVE LIMITED-USE LICENSE OF THIS INTELLECTUAL PROPERTY FOR THE DURATION OF THE AGREEMENT TO YOU TO USE SUCH INTELLECTUAL PROPERTY (“LICENSED IP”) FOR THE DURATION OF THIS AGREEMENT AS IT RELATES TO FULFILLING THE TERMS OF THIS AGREEMENT. YOU AGREE THAT ALL INVENTIONS, COPYRIGHTABLE MATERIAL, SOFTWARE, FORMULAS, TRADEMARKS, TRADE SECRETS AND THE LIKE WHICH ARE DEVELOPED OR CONCEIVED BY US IN THE COURSE OF THIS AGREEMENT (COLLECTIVELY, THE “INTELLECTUAL PROPERTY”) SHALL BE LICENSED TO YOU ONLY FOR THE DURATION OF THIS AGREEMENT AND WE SHALL OWN ALL RIGHT, TITLE AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY. LICENSED IP MEANS (A) ALL INTELLECTUAL PROPERTY RIGHTS AND INTELLECTUAL PROPERTY INCORPORATED INTO, OR USED IN THE DEVELOPMENT, DELIVERY, HOSTING OR DISTRIBUTION OF, YOUR PRODUCTS; AND (B) ALL OTHER INTELLECTUAL PROPERTY RIGHTS AND INTELLECTUAL PROPERTY USED OR HELD FOR USE IN THE CONDUCT OF THE BUSINESS OF YOU, IN EACH CASE THAT ARE NOT OWNED BY, OR PURPORTED TO BE OWNED BY, YOU.
LIMITATIONS ON USE. YOU ACKNOWLEDGES THAT ALL OPINIONS AND ADVICE (WRITTEN OR ORAL), DOCUMENTS DEVELOPED, AND INFORMATION (WRITTEN AND ORAL) GIVEN BY US TO YOU IN CONNECTION WITH OUR ENGAGEMENT ARE INTENDED SOLELY FOR THE BENEFIT AND USE OF YOU IN CONSIDERING THE TRANSACTION TO WHICH THEY RELATE, AND YOU AGREE THAT NO PERSON OR ENTITY OTHER THAN YOU SHALL BE ENTITLED TO MAKE USE OF OR RELY UPON THE ADVICE OF US TO BE GIVEN HEREUNDER, AND NO SUCH OPINION OR ADVICE SHALL BE USED FOR ANY OTHER PURPOSE OR REPRODUCED, DISSEMINATED, QUOTED OR REFERRED TO AT ANY TIME, IN ANY MANNER OR FOR ANY PURPOSE, NOR MAY YOU MAKE ANY PUBLIC REFERENCES TO US, OR USE OUR NAME IN ANY ANNUAL REPORTS OR ANY OTHER REPORTS OR RELEASES BY YOU WITHOUT OUR PRIOR WRITTEN CONSENT.
WARRANTY AND DISCLAIMER OF OTHER WARRANTY: WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO RESULTS YOU MAY OBTAIN THROUGH USE OF OUR SERVICES. WE INTEND TO USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE SERVICES IN ACCORDANCE WITH THIS AGREEMENT; HOWEVER, IT IS POSSIBLE FOR ERRORS, OMISSIONS OR OTHER MISHAPS TO OCCUR. WE WILL HAVE NO LIABILITY IN SUCH CASE. IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTY OF WARRANTY OF CUSTOMER ABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT ANY RESULTS YOU MAY OBTAIN THROUGH SERVICES SUPPLIED BY US. WE DO NOT GUARANTEE OR REPRESENT THAT WE WILL PROVIDE A RETURN ON INVESTMENT, GUARANTEED INCOME, LEADS, ORDERS, CUSTOMERS, RESPONSE RATES, OR ANY DESIRED, EXPECTED, OR INTENDED RESULTS.
LIMITATION OF LIABILITY OF PROVIDER. WE WILL NOT BE LIABLE FOR: I) ANY DIRECT DAMAGES RELATING TO ERROR, MISTAKE, OR FAILURE TO PERFORM SERVICES OF ANY NATURE THAT EXCEEDS THE VALUE OF THE FEES PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE DAMAGES; II) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, FAILURE TO OBTAIN CERTAIN BUSINESS RESULTS, RESPONSE RATES, SALES, POSTAGE OR ANY OTHER DIRECT OR CONSEQUENTIAL DAMAGES AS A RESULT OF ANY ERROR, MISTAKE, OR FAILURE OF US TO PERFORM SERVICES. THIS INCLUDES BUT IS NOT LIMITED TO; LIST ADDITIONS, REQUESTS MADE AFTER ORDER APPROVAL, AND USPS ERRORS. WE ARE NOT LIABLE IN ANY MANNER OR AMOUNT FOR USPS PERFORMANCE FAILURES, DAMAGE, OR DELAYS AND MAKE NO WARRANTY WHATSOEVER REGARDING USPS PERFORMANCE.
WE ASSUME NO RESPONSIBILITY OTHER THAN TO PERFORM THE SERVICES IN GOOD FAITH, AND WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENCES WHATSOEVER THAT RESULT FROM ANY ACTION OF THE CLIENT IN FOLLOWING OR DECLINING TO FOLLOW ANY ADVICE OR RECOMMENDATION OF US. WE WILL NOT BE LIABLE TO THE CLIENT EXCEPT BY REASON OF ACTS CONSTITUTING INTENTIONAL MALFEASANCE. OUR MAXIMUM LIABILITY SHALL NOT EXCEED THE COMPENSATION RECEIVED FROM THE CLIENT. PAYMENT TO US FOR UNITED STATE POSTAL SERVICE POSTAGE SHALL NOT BE CONSIDERED COMPENSATION FOR THIS PURPOSE. THE PARTIES HERETO RECOGNIZE AND AGREE THAT THE EFFECTIVENESS OF THE SERVICES AND THE SUCCESS OF ANY ACTIONS UNDERTAKEN BY PROVIDER IN CONNECTION THEREWITH ARE NOT GUARANTEED OR WARRANTED BY PROVIDER IN ANY RESPECT WHATSOEVER.
INDEMNITY. YOU REPRESENT THAT YOU HAVE THE LEGAL RIGHT TO PRODUCE ALL PRINTED MATERIALS ORDERED. IN THE EVENT THAT A CHARGE, CLAIM OR DEMAND, OR ARBITRATION, ACTION OR PROCEEDING (COLLECTIVELY, A “CLAIM”) IS MADE OR COMMENCED AGAINST US BASED UPON, RELATING TO OR ARISING FROM YOUR ACTS, OR THE PRINTING PERFORMED OR PRODUCT PRODUCED BY US ORDERED BY YOU, YOU SHALL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, DAMAGES, COST AND EXPENSE ARISING FROM OR RELATED TO THE CLAIM INCLUDING WITHOUT LIMITATION; (1) DEFENDING US AGAINST ANY SUCH CLAIM (2) PAYING ANY JUDGMENT OR AWARD AGAINST US; AND (3) REIMBURSING US FOR ANY LEGAL FEES AND EXPENSES WE REASONABLY INCUR IN RESPONDING AND DEFENDING THE CLAIM. YOU SHALL INDEMNIFY, AND HOLD HARMLESS THE PROVIDER AND THEIR RESPECTIVE PARTNERS, SUBSIDIARIES AND AFFILIATES AND THE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CLIENTS, SUCCESSORS AND ASSIGNS AND AUTHORIZED REPRESENTATIVES OF ALL THE FOREGOING ("INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, DAMAGES, LIABILITIES OR LOSSES, INCLUDING REASONABLE ATTORNEY'S FEES ("CLAIMS").
DATA SECURITY AND MALWARE POLICY / DISCLAIMER OF WARRANTY: YOU AGREE AND ACKNOWLEDGE THE FOLLOWING: (A) THAT WE DO NOT WARRANT THAT ANY OF OUR WEBSITES OR VENDOR WEBSITES OR ELECTRONIC SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR IMMUNE FROM HACKERS THAT CREATE DATA BREACHES AND DATA THEFT, AND FURTHER THAT WE, AND OUR VARIOUS THIRD-PARTY PROVIDERS (SUCH AS AMAZON) MAY OCCASIONALLY EXPERIENCE “HARD OUTAGES” DUE TO INTERNET DISRUPTIONS, OR DATA SECURITY BREACHES. WE EXPRESSLY DISCLAIMS ANY WARRANTY OR ASSURANCE OF DATA INTEGRITY, SECURITY, OR PERFORMANCE. ANY SUCH BREACHES OR OUTAGES SHALL NOT BE CONSIDERED A BREACH OF THESE TERMS AND CONDITIONS. FURTHER, WE AGREE TO USE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THERE ARE NO VIRUSES OR UNDOCUMENTED FEATURE IN ANY SOFTWARE, EMAIL, OR DATA FILES AT THE TIME OF DELIVERY TO YOU (A VIRUS WILL BE DEFINED AS ANY HARMFUL, HIDDEN PROGRAMS OR DATA INCORPORATED IN A COMPUTER SOFTWARE PROGRAM THAT DESTROYS OR IMPAIRS THE PROGRAM AND/OR DATA FROM PROCESSING ITS NORMAL BUSINESS OPERATIONS); AND THE SOFTWARE DOES NOT CONTAIN ANY EMBEDDED DEVICE OR CODE (E.G., TIME BOMB), BUT WE MAKE NO WARRANTY EXPRESS OR IMPLIED THAT MALICIOUS CODE WILL NOT BE PRESENT ON ANY CUSTOMER COMMUNICATION OR DATA FILES.
ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE ORDER AND SERVICES TERMS AND CONDITIONS SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
CLAIMS SHALL BE HEARD BY A SINGLE ARBITRATOR. THE PLACE OF ARBITRATION SHALL BE COUNTY OF ORANGE, CALIFORNIA. THE ARBITRATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. ANY CLAIM BY CLIENT OR PROVIDER WHICH IS ARBITRABLE SHALL NOT BE ALLOWED AFTER THE DATE WHEN INSTITUTION OF LEGAL OR EQUITABLE PROCEEDINGS BASED UPON SUCH CLAIM OR DISPUTE WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS. CLIENT AND PROVIDER EACH INDEPENDENTLY WAIVES ITS RIGHT TO A TRIAL BY JURY AND THAT THE FINDINGS AND JUDGMENT OF THE ARBITRATOR(S) SHALL HAVE A FORCE AND EFFECT THAT IS NO LESS THAN THAT OF A VERDICT BY A JURY.
IN MAKING DETERMINATIONS REGARDING THE SCOPE OF EXCHANGE OF ELECTRONIC INFORMATION, THE ARBITRATOR AND THE PARTIES AGREE TO BE GUIDED BY THE SEDONA PRINCIPLES, THIRD EDITION: BEST PRACTICES, RECOMMENDATIONS & PRINCIPLES FOR ADDRESSING ELECTRONIC DOCUMENT PRODUCTION.
HEARINGS WILL TAKE PLACE PURSUANT TO THE STANDARD PROCEDURES OF THE COMMERCIAL ARBITRATION RULES THAT CONTEMPLATE IN PERSON HEARINGS. TIME IS OF THE ESSENCE FOR ANY ARBITRATION UNDER THIS AGREEMENT AND ARBITRATION HEARINGS SHALL TAKE PLACE WITHIN 90 DAYS OF FILING AND AWARDS RENDERED WITHIN 120 DAYS. ARBITRATOR SHALL AGREE TO THESE LIMITS PRIOR TO ACCEPTING APPOINTMENT.
THE ARBITRATOR WILL HAVE NO AUTHORITY TO AWARD PUNITIVE OR OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY'S ACTUAL DAMAGES, EXCEPT AS MAY BE REQUIRED BY STATUTE. THE ARBITRATOR SHALL NOT AWARD CONSEQUENTIAL DAMAGES IN ANY ARBITRATION INITIATED UNDER THIS SECTION. ANY AWARD IN AN ARBITRATION INITIATED UNDER THIS CLAUSE SHALL BE LIMITED TO MONETARY DAMAGES AND SHALL INCLUDE NO INJUNCTION OR DIRECTION TO ANY PARTY OTHER THAN THE DIRECTION TO PAY A MONETARY AMOUNT.
NO ARBITRATION SHALL INCLUDE, BY CONSOLIDATION, JOINDER, OR IN ANY OTHER MANNER, PARTIES OTHER THAN THE CLIENT, PROVIDER, AND ANY OTHER PERSON OR ENTITY SUBSTANTIALLY INVOLVED IN A COMMON QUESTION OF FACT OR LAW WHOSE PRESENCE IS REQUIRED IF COMPLETE RELIEF IS TO BE ACCORDED. NO PERSON OR ENTITY OTHER THAN THE CLIENT OR PROVIDER SHALL BE INCLUDED AS AN ORIGINAL THIRD PARTY OR ADDITIONAL THIRD PARTY TO ARBITRATION WHOSE INTEREST OR RESPONSIBILITY IS INSUBSTANTIAL. CONSENT TO ARBITRATION INVOLVING AN ADDITIONAL PERSON OR ENTITY SHALL NOT CONSTITUTE AN AGREEMENT TO ARBITRATE A DISPUTE NOT DESCRIBED IN SUCH CONSENT, OR WITH A PERSON OR ENTITY NOT NAMED OR DESCRIBED THEREIN.
THE PARTIES AGREE THAT FAILURE OR REFUSAL OF A PARTY TO PAY ITS REQUIRED SHARE OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY THAT PARTY TO PRESENT EVIDENCE OR CROSS-EXAMINE WITNESS. IN SUCH EVENT, THE OTHER PARTY SHALL BE REQUIRED TO PRESENT EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR THE MAKING OF AN AWARD. SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT AGAINST THE NON-PAYING PARTY IN THE ABSENCE OF EVIDENCE PRESENTED AS PROVIDED FOR ABOVE.
EXCEPT AS MAY BE REQUIRED BY LAW, NEITHER A PARTY NOR AN ARBITRATOR MAY DISCLOSE THE EXISTENCE, CONTENT, OR RESULTS OF ANY ARBITRATION HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PARTIES.
THE ARBITRATOR SHALL AWARD TO THE PREVAILING PARTY, IF ANY, AS DETERMINED BY THE ARBITRATORS, ALL OF THEIR COSTS AND FEES. "COSTS AND FEES" MEAN ALL REASONABLE PRE-AWARD EXPENSES OF THE ARBITRATION, INCLUDING THE ARBITRATORS' FEES, ADMINISTRATIVE FEES, TRAVEL EXPENSES, OUT-OF-POCKET EXPENSES SUCH AS COPYING AND TELEPHONE, COURT COSTS, WITNESS FEES, AND ATTORNEYS' FEES.
GOVERNING LAW. THIS AGREEMENT SHALL, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS, BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA.
COMPLETE AGREEMENT. THIS AGREEMENT REPRESENTS THE FULL AND COMPLETE UNDERSTANDING OF EVERY KIND AND NATURE BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS SET FORTH IN THIS AGREEMENT; AND ALL PRELIMINARY NEGOTIATIONS, PRIOR REPRESENTATIONS, PROPOSALS, AND CONTRACTS OF WHATEVER KIND OR NATURE ARE MERGED HEREIN AND SUPERSEDED HEREBY. NO VERBAL AGREEMENT OR IMPLIED COVENANT SHALL BE HELD TO VARY THE PROVISIONS OF THIS AGREEMENT. ANY MODIFICATION OF THIS AGREEMENT WILL BE EFFECTIVE ONLY UPON A WRITING SIGNED BY BOTH YOU AND US.
NO GUARANTEE OF SUCCESS ACKNOWLEDGEMENT. YOU HERETO RECOGNIZE AND AGREE THAT THE EFFECTIVENESS OF THE SERVICES AND THE SUCCESS OF ANY ACTIONS UNDERTAKEN BY US IN CONNECTION THEREWITH ARE NOT GUARANTEED OR WARRANTED BY US IN ANY RESPECT WHATSOEVER.
FORCE MAJEURE. WE SHALL BE EXCUSED FOR FAILURE TO PROVIDE AND SERVICES HEREUNDER TO THE EXTENT THAT SUCH FAILURE IS DIRECTLY OR INDIRECTLY CAUSED BY AN OCCURRENCE COMMONLY KNOWN AS “FORCE MAJEURE,” INCLUDING, WITHOUT LIMITATION, DELAYS ARISING OUT OF ACTS OF GOD, ACTS OR ORDERS OF A GOVERNMENT, AGENCY OR INSTRUMENTALITY THEREOF (WHETHER OF FACT OR LAW), ACTS OF PUBLIC ENEMY, RIOTS, EMBARGOES, STRIKES OR OTHER CONCERTED ACTS OF WORKERS (OF US OR OTHER PERSONS), CASUALTIES OR ACCIDENTS, PANDEMICS, EPIDEMICS, SAFETY MEASURES ARISING FROM THE THREAT OF COMMUNICABLE ILLNESS, DECLARED LOCAL, STATE, OR NATION EMERGENCIES, ILLNESS OF OUR PERSONNEL OR SUB-CONTRACTORS, LOSS OR MALFUNCTIONS OF UTILITIES, COMMUNICATIONS OR COMPUTER (SOFTWARE AND HARDWARE) SERVICES, DELIVERY OF MATERIALS, TRANSPORTATION OR SHORTAGE OF SHIPS, CARS, TRUCKS, FUEL, POWER, LABOR OR MATERIALS OR ANY OTHER CAUSES, CIRCUMSTANCES OR CONTINGENCIES THAT ARE BEYOND OUR CONTROL, WHETHER SIMILAR OR DISSIMILAR TO ANY OF THE FORGOING; PROVIDED, HOWEVER, THAT WE SHALL USE ITS BEST EFFORTS TO RESUME PROVISION OF SERVICES AS SOON AS POSSIBLE.
COMPLIANCE WITH LAWS. YOU SHALL AT ALL TIMES COMPLY WITH ALL FEDERAL, STATE, AND LOCAL LAWS, ORDINANCES, REGULATIONS, AND ORDERS THAT ARE APPLICABLE TO THE OPERATION OF ITS BUSINESS AND TO THIS AGREEMENT AND ITS PERFORMANCE HEREUNDER, EXCEPT TO THE EXTENT THAT FAILURE TO COMPLY WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON ITS BUSINESS OR ON ITS ABILITY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL AT ALL TIMES, AT YOUR OWN EXPENSE, OBTAIN AND MAINTAIN ALL CERTIFICATIONS, CREDENTIALS, AUTHORIZATIONS, LICENSES, AND PERMITS MATERIALLY NECESSARY TO CONDUCT THAT PORTION OF ITS BUSINESS RELATING TO THE EXERCISE OF ITS RIGHTS AND THE PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT.
REPRESENTATION BY COUNSEL. EACH PARTY HERETO REPRESENTS AND AGREES WITH EACH OTHER THAT IT HAS BEEN REPRESENTED BY OR HAD THE OPPORTUNITY TO BE REPRESENTED BY, INDEPENDENT COUNSEL OF ITS OWN CHOOSING, AND THAT IT HAS HAD THE FULL RIGHT AND OPPORTUNITY TO CONSULT WITH ITS RESPECTIVE ATTORNEY(S), THAT TO THE EXTENT, IF ANY, THAT IT DESIRED, IT AVAILED ITSELF OF THIS RIGHT AND OPPORTUNITY, THAT IT OR ITS AUTHORIZED OFFICERS (AS THE CASE MAY BE) HAVE CAREFULLY READ AND FULLY UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY AND HAVE HAD IT FULLY EXPLAINED TO THEM BY SUCH PARTY’S RESPECTIVE COUNSEL, THAT EACH IS FULLY AWARE OF THE CONTENTS THEREOF AND ITS MEANING, INTENT AND LEGAL EFFECT, AND THAT IT OR ITS AUTHORIZED OFFICER (AS THE CASE MAY BE) IS COMPETENT TO EXECUTE THIS AGREEMENT AND HAS EXECUTED THIS AGREEMENT FREE FROM COERCION, DURESS OR UNDUE INFLUENCE AND HAS HAD AN OPPORTUNITY TO CONSULT LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY, WITHOUT COERCION, AND BASED UPON THEIR OWN JUDGMENT AND NOT IN RELIANCE UPON ANY REPRESENTATIONS OR PROMISES MADE BY THE OTHER PARTY OR PARTIES, OTHER THAN THOSE CONTAINED WITHIN THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT IF ANY OF THE FACTS OR MATTERS UPON WHICH THEY NOW RELY IN MAKING THIS AGREEMENT HEREAFTER PROVE TO BE OTHERWISE, THIS AGREEMENT WILL NONETHELESS REMAIN IN FULL FORCE AND EFFECT. NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PARTY BY ANY COURT OR ARBITRATOR OR ANY GOVERNMENTAL AUTHORITY BY REASON OF SUCH PARTY HAVING DRAFTED OR BEING DEEMED TO HAVE DRAFTED SUCH PROVISION.
NO POLITICAL SERVICES OR LOBBYING. YOU ACKNOWLEDGE THAT WE SHALL NOT PERFORM ANY SERVICES THAT ARE REGULATED AND REQUIRE ANY REGISTRATION BY US BY THE STATE OF CALIFORNIA FAIR POLITICAL PRACTICES COMMISSION OR FEDERAL ELECTION COMMISSION AND WE SHALL NOT ENGAGE IN LOBBYING AS DEFINED BY THE STATE OF CALIFORNIA FAIR POLITICAL PRACTICES COMMISSION OR FEDERAL ELECTION COMMISSION OR ANY LOCAL JURISDICTION.
MANDATED PROVISIONS. ANY PROVISION (INCLUDING, WITHOUT LIMITATION, ANY TIME PERIOD OR FORM OF DOCUMENT) MANDATED BY APPLICABLE LAWS TO BE INCLUDED IN THIS AGREEMENT WHICH IS OMITTED FROM THIS AGREEMENT SHALL BE DEEMED INSERTED AND ANY CONFLICT BETWEEN SUCH MANDATED PROVISION AND A CONTRACTUAL PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED, APPLIED, AND/OR DEEMED MODIFIED SO AS TO MAKE THIS AGREEMENT COMPLY WITH APPLICABLE LAWS WHILE ALSO PRESERVING AS MUCH AS POSSIBLE THE ORIGINAL INTENT OF THE CONTRACTUAL PROVISION.
NO LEGAL ADVICE. WE DO NOT PROVIDE LEGAL ADVICE. WHILE WE MAY INFORM YOU THAT YOUR MAIL MAY NOT BE IN COMPLIANCE WITH A GOVERNMENTAL REGULATION OR LAW, YOU SHOULD CONSULT A LICENSED ATTORNEY FOR ANY QUESTIONS RELATING TO COMPLIANCE WITH CAMPAIGN DISCLOSURE LAWS OR OTHER LAWS.
PERSONAL LIABILITY FOR PAYMENT. FOR ORDERS PLACED BY POLITICAL COMMITTEES FOR AN INDIVIDUAL CANADIDATE FOR ELECTED OFFICE, THAT CANDIDATE AGREES TO BE PERSONALLY AND SEVERALLY LIABLE FOR PAYMENT OF ANY PAYMENT DUE TO US.
ACCEPTANCE. BY PLACING AN ORDER WITH US, YOU HERBY CERTIFY THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO AND ACCECPT THE TERMS OF THIS AGREEEMENT.