START IMAGINING, LLC
TERMS AND CONDITIONS
START IMAGINING provides PRODUCTS, including but not limited to, notecards, thank you cards, greeting cards, postcards, business cards and motorsports hero cards for a CUSTOMER to purchase. For definition in this document, CUSTOMER refers to any person(s), business(es), or other entity purchasing through the website, over the phone, through email, through mail or other means where a financial transaction occurs. These PRODUCTS may be customized through design services provided by START IMAGINING based upon recommendation by CUSTOMER and must be approved by CUSTOMER if customization occurs.
START IMAGINING reserves the right to set appropriate credit limits on CUSTOMER. CUSTOMER will pay for the PRODUCT only after START IMAGINING has provided an invoice, either electronically through direct or automated email communication or through the mail. Appropriate sales tax and shipping may be charged to the CUSTOMER and will display at time of purchase for CUSTOMER to review. CUSTOMER has the ability to pay the full invoice either by credit card or by check. If paying by credit card, CUSTOMER will utilize a secure third-party portal to pay. If paying by check, START IMAGINING reserves the right to make sure check clears before proceeding with PRODUCTS.
Terms of Payment.
Payment terms are Net 15 on all invoices and invoices must be paid in full. Printing of PRODUCTS will not begin until 100% payment has been received and cleared. If invoice is not paid in full by due date, START IMAGINING reserves the right to add a 2% late fee onto invoice for each week the invoice is late. Additionally START IMAGINING reserves the right to not print or ship PRODUCTS to CUSTOMER until invoice is paid in full.
It is expected that the CUSTOMER will communicate with START IMAGINING in a reasonable and timely manner using, but not limited to, the following methods of communication: email, social media, text messaging, phone calls, mail. The CUSTOMER is responsible for communicating any delays, or changes to PRODUCT order in a timely and reasonable manner. START IMAGINING is not responsible for delayed communication and reserves the right to alter or cancel any PRODUCT order if there is an unreasonable delay in communication. CUSTOMER is required to provide any and all information pertinent to the PRODUCT design before such work begins including but not limited to graphics, logos, text, photos. CUSTOMER files are expected to be complete and of the highest quality possible. START IMAGINING is not responsible and will not modify any CUSTOMER files without explicit approval. By providing information including but not limited to graphics, logos, text, photos, CUSTOMER acknowledges files are correct and suitable for START IMAGINING to use. Furthermore, CUSTOMER acknowledges and affirms that none of the shared information including but not limited to graphics, logos, text, photos contains any copyright information and that CUSTOMER owns and retains all rights to such information. If copyright infringement is determined before printing, START IMAGINING will not proceed with PRODUCT order. If copyright infringement is determined after printing, START IMAGINING is not responsible for CUSTOMER negligence.
CUSTOMER understands there are variabilities in printing and paper quality that may differ from electronic renderings provided by START IMAGINING. This means that final PRODUCT may have slightly different quality, clarity and color outputs from what is shown on the electronic renderings provided. Minor creasing of PRODUCT can also occur and is part of the normal quality variability of paper products. Electronic renderings may include but are not limited to email(s), PDF file(s), JPEG file(s), PNG files(s) Adobe Photoshop file(s), Adobe Illustrator file(s). START IMAGINING is not responsible for any variations caused by printing processes.
Term and Termination.
This Agreement shall commence on the date the CUSTOMER Invoice is paid and dated and that START IMAGINING has received such payment. This Agreement may be terminated by either party immediately and without notice in the event that the other commits a material breach of any of its provisions and fails to cure any such breach within 10 days of receiving written notice from the other specifying the breach. Failure to make a timely payment constitutes a material breach of this Agreement. This Agreement shall remain in effect until CUSTOMER receives the complete PRODUCT order.
START IMAGINING warrants that goods sold hereunder are merchantable UNLESS manufactured in conformance with CUSTOMER’s particular specification, and that START IMAGINING conveys good title thereto. IN NO EVENT WILL START IMAGINING BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF CUSTOMER HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS SECTION, START IMAGINING GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED HEREIN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THIS STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF START IMAGINING FOR DAMAGES INCLUDING BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY GOODS SOLD HEREUNDER. START IMAGINING specifically does not warrant the accuracy of sufficiency of any advice or recommendations given to CUSTOMER in connection with the sale of goods hereunder.
Disclaimer of Implied Warranties.
THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE WORK PERFORMED AND OR PRODUCT PROVIDED UNDER THIS AGREEMENT IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. START IMAGINING SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FINAL PRODUCT PRINTING QUALITY AND APPEARANCE MAY DIFFER FROM ELECTRONIC RENDERINGS PROVIDED DUE TO VARIABILITIES IN PRINT PROCESSES THAT ARE BEYOND THE SCOPE AND CONTROL OF START IMAGINING.
The CUSTOMER agrees to indemnify, defend and hold START IMAGINING, its owners, lawyers, accountants and employees harmless from and against any and all losses, claims, demands, damages, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees and the costs of any legal action arising from CUSTOMERS’ use of the PRODUCTS. Such indemnification shall include, but not be limited to, claims for libel, slander, theft of misappropriation of intellectual property, or unauthorized use of any trademark, trade name, or service.
START IMAGINING shall not be liable for any damages resulting from: any delay or failure of performance arising from any cause not reasonably within START IMAGINING’s control; accidents to, breakdowns or mechanical failure of machinery or equipment, supply chain disruptions, however caused; strikes or other labor troubles, shortage of labor, transportation, raw materials, energy sources, or failure of usual means of supply; fire; flood; war, declared or undeclared; insurrection; riots; acts of God or the public enemy; or priorities, allocations or limitations or other acts required or requested by Federal, State or local governments or any of their sub-divisions, bureaus or agencies. START IMAGINING may, at its option, cancel this Agreement or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect. START IMAGINING shall have the further right to then allocate its available goods between its own uses and its customers in such manner as START IMAGINING may consider equitable.
Limitation on Damages.
START IMAGINING will work to provide high quality PRODUCTS to the CUSTOMER. However, START IMAGINING is not, and will not be liable or responsible for any consequential or incidental damages or claims from START IMAGINING’ PRODUCTS including, but not limited to, delayed shipments, incorrect shipments, quality complaints, missing or incorrect information, misuse of PRODUCT causing bodily harm, or damage to the PRODUCT while in transit to CUSTOMER provided address, regardless of whether such damages arose from START IMAGININGS’ negligence. START IMAGINING is not a marketing firm nor does START IMAGINING claim that PRODUCTS provided to CUSTOMER will act on their own as appropriate marketing or promotional material and it is the responsibility of the CUSTOMER to use the PRODUCTS in an appropriate manner for their respective needs.
Limitation of Liability.
THE CUSTOMER AGREES THAT START IMAGININGS’ MAXIMUM LIABILITY TO THE CUSTOMER SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO START IMAGINING FOR THE TOTAL VALUE OF AN INVOICED ORDER PAID BY CREDIT CARD, CHECK OR THROUGH ANY OTHER MEANS OF PAYMENT FOR A PRODUCT OR CUSTOM PRODUCT AND IN NO EVENT SHALL START IMAGINING BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES HEREUNDER, INCLUDING BUT NOT LIMITED TO DELAYED SHIPMENTS, INCORRECT SHIPMENTS, MISSING OR INCORRECT INFORMATION, MISUSE OF PRODUCT CAUSING BODILY HARM, MISUSE OF PRODUCT CAUSING DAMAGE OR OTHER HARM OR DAMAGE TO THE PRODUCT WHILE IN TRANSIT TO CUSTOMER PROVIDED ADDRESS, HOWEVER CAUSED.
Governing Law and Language. This agreement shall be governed and construed in all respects by the internal laws of the State of New York. The venue of any legal action under this Agreement shall be Niagara County, New York.
Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by electronic mail, facsimile, personal delivery, reputable overnight courier or registered or certified mail, return receipt requested and with all postage prepaid.
No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The amount to be paid to START IMAGINING pursuant to this Agreement shall not be considered as salary, and START IMAGINING shall not be entitled to participate in any of the CUSTOMER’s benefit plans. START IMAGINING shall be solely responsible for the payment of all federal, state and local taxes, social security benefits, unemployment compensation and worker's compensation insurance. This Agreement or the creation of the Work creates no employer-employee relationship.
Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such un-enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.
ASSIGNMENT. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
Entire Agreement. This Agreement supersedes all previous agreements with respect to the subject matter hereof between START IMAGINING and the CUSTOMER. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.