TERMS & CONDITIONS
The following Agreement shall govern all orders issued by The Customer to promoSTARTER. (herein referred to as The Company).
1. Acceptance : The Customer is issuing this order to The Company for the project indicated. The parties agree that this order shall determine project details, quantities, prices, specifications, but in all other respects, notwithstanding any writing in such orders to the contrary, this Agreement shall govern. A copy of this Agreement must be signed by all customers at the time of submission of work to The Company, indicating acceptance of this Agreement.
2. Term : The term of this Agreement shall commence on the date this Agreement is signed by The Customer and shall continue until The Customer has accepted delivery of the final product or until this agreement is Terminated by either party as per Article 11. In the event that the Term extends for more than 30 days from the original estimated completion date indicated in Timeline, The Company may, at its discretion, charge an additional project management fee.
3. License of Materials : With respect to any materials provided by The Customer including, without limitation, trade or service marks, images, illustrations, graphics, multimedia files and/or text, The Customer grants to The Company and The Company accepts a non-exclusive, worldwide, royalty free license for the Term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, prepare derivative works from, distribute, perform, display and use any of the materials solely in connection with the Deliverables outlined above. If applicable, The Customer also grants to The Company and The Company accepts a nonexclusive license to manufacture the final product identified on this order. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting The Company permission and rights for use of the same and agrees to indemnify and hold harmless The Company from any and all claims and/or production delays resulting from the Customer’s negligence or inability to obtain proper copyright permissions.
4. Pricing : Prices detailed in this document are not binding until this Agreement is signed by an authorized representative of The Company.
5. Shipment : Prices do not include shipping. Unless The Customer has provided a suitable shipping account, The Customer will be billed for all shipments. Shipment of proofs is by Overnight service and shipment of final product is by ground service unless otherwise specified by The Customer. The Company is not responsible for loss, damage, or delay once any product has left our premises. Shipments are insured automatically up to a maximum of $100 per box. Additional insurance is available at The Customer’s request. Please inquire for information and cost.
6. Payment Terms : All orders must be paid as detailed under Payment Schedule. Payments are accepted by Credit Card, Company Check, Money Order, Cash, and Certified Check; Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of one and one-half percent (1.5%) per month of the total amount due. For all customers with established credit terms, a signed Purchase Order must be received prior to project commencement. Service charges apply to all credit accounts that are not paid according to the established terms.
7. Payment Schedule : For customers paying by Credit Card, Company Check, Money Order, Certified Check, Cash, a deposit of 35% of the project total is required prior to project commencement. An additional payment of 40% is required on approval of the project master with the final balance due before shipment of final product. Orders will not ship until final payment has been received. For customers with established credit terms and paying with a Purchase Order, 50% of the project total must be remitted within 30 days of the initial invoice, with the balance paid within 30 days of project completion, unless otherwise established with The Customer in advance of placing the order and fully approved by The Company.
8. Customer Review . The Company will provide the Customer with an opportunity to review the appearance and content of a proof once it is completed, as detailed under Timeline. The Company will not be held liable for any delays in project schedule and final ship date should The Customer fail to submit changes or grant approval as detailed under Timeline. Project will not continue to manufacturing until The Company receives signed Proof Approval from The Customer.
9. Delivery Times : Unless otherwise stated on this order, and agreed upon in writing, delivery times detailed in this document are estimates, and time is not of the essence. The Company will not be held liable for any delays caused by a failure of The Customer to submit material or edits according to the project Timeline. The Customer acknowledges and agrees that The Company cannot be held liable for any delays caused by Acts of God or other circumstances beyond The Company’s control including, but not limited to, telecommunications problems, weather, common carrier delays, power outages, terrorism or acts of war.
10. The Company’s Warranty : We warrant that all issues, errors and bugs with materials developed by The Company will be addressed within the scope of this document, if brought to The Company’s attention prior to final master approval. For manufacturing, we warrant that the quality of production copies will meet or exceed the quality of test samples submitted and that The Company shall replace or repair any products that are deemed by The Company to be defective in materials or workmanship; the implied warranties or merchantability and fitness for a particular purpose are excluded. The Customer must advise The Company, in writing, of any defect. Except as stated in this paragraph, there are no other warranties, expressed or implied. In no event shall The Company be responsible for any direct, indirect or consequential damages which may result from the use of its services.
11. Termination . Termination of services by the Customer must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honored until and unless confirmed in writing. The Customer will be invoiced for all project work, project management related expenses and any other expenses incurred to the date of first notice of cancellation for payment in full within thirty (30) days. The Company shall have the right to terminate this Agreement immediately upon notice to The Customer with or without cause, at which time The Customer shall be refunded on a pro-rata basis for payments on work not yet completed.
12. Miscellaneous : (a) Unless The Company has agreed to a Non Disclosure Agreement with The Customer or has received a written request from The Customer to the contrary, The Company may use the name and logo of the Customer and any of the materials relating to this project as part of a media release, public announcement, public disclosure and/or promotional & marketing materials. (b) This Agreement, its validity, construction and effect shall be governed and construed under the laws of the State of New York . (c) No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless made in writing and signed by an authorized representative of the party against which such amendment, change, waiver or discharge is sought to be enforced. (d) The parties covenant and agree that, subsequent to the execution and delivery of this Agreement and without further consideration, each of the parties will execute and deliver any further legal instruments and perform any acts which are or may become necessary to effectuate the purposes of this Agreement. (e) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect. (f) No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. (g) This Agreement is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. (h) Except as specifically set forth in this Agreement, all consents requests and approvals to be given by either party under this Agreement shall be (a) in writing and (b) not be unreasonably withheld. Each party shall make only reasonable requests under this Agreement. (i) Signatures via facsimile are permissible.