Terms of Use

Thank you for working with Signature Graphics. This site (the “Web Site”) is operated by Signature Graphics, Inc. (“SG” or “we,” “us,” “our” and similar references). BY ACCESSING OR USING THIS WEB SITE, YOU INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS OF USE (THE “TERMS OF USE”). WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO UPDATE OR REVISE THESE TERMS OF USE. YOUR CONTINUED USE OF THE WEB SITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS OF USE CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

1. Use of the Web Site. You may use the Web Site only in accordance with and subject to these Terms of Use and the Web Site’s Privacy Policy (the “Privacy Policy”) (available at www.signaturegraphicsinc.com/privacy) for the purpose of submitting your order for SG’s graphics services and products (each an “Order”). You may not use the Web Site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of SG or others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use this Web Site to: (a) transmit via or through the Web Site any information, data, text, images, files, links, or software except in connection with your Order or otherwise in response to specific requests for information by us; (b) introduce to the Web Site or any other computer or web site viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person, including but not limited to, a registered user of this Web Site or an employee of SG; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) use a false e-mail address; (g) tamper with or obtain access to this Web Site or any component of this Web Site; or (h) conduct fraudulent activities.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.

2. Customer Orders. The Web Site may provide Customers with the ability to upload and/or submit Orders and Order-related content, including without limitation graphics and artwork files, to SG, and to post messages on the Web Site. You are solely responsible for your account, password, profile, messages, graphics and/or design files, notes, text, information, opinions, ideas and any other content you post, upload or submit (hereinafter “post”) on or through the Web Site in connection with your Order (collectively, the “Customer Content”). SG has the right but not the obligation to decline all or any portion of any Customer Content for any reason or no reason.

When you post or otherwise make available any Customer Content on any part of the Web Site, you are hereby granting SG a non-exclusive, transferable, royalty-free, worldwide license (with the right to sublicense) to use, copy, transmit, produce, reproduce, modify, and reformat such Customer Content for the purpose of fulfilling the Order, in any media or distribution method (now known or later developed) specified by Customer, and to grant and authorize sublicenses of the foregoing solely as necessary to fulfill the Order. You represent and warrant that you will not provide any Customer Content to which you do not have the full right to grant the license specified in this Section. You represent and warrant to SG that SG is free to use your Customer Content as set forth hereunder without obtaining permission or license from any third party.

All Customer Content is the responsibility of the Customer, not SG. In addition to the restrictions set forth in Section 1, you agree not to use the Web Site to post content or other communications that contain (i) unlawful, abusive, or obscene material; or (ii) copyrighted material, for which you do not own the appropriate rights.

BY SUBMITTING ANY CUSTOMER CONTENT TO OR THROUGH SG, YOU REPRESENT AND WARRANT THAT ALL YOUR CUSTOMER CONTENT WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO CUSTOMER CONTENT WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE, OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR CUSTOMER CONTENT. YOU REPRESENT AND WARRANT TO SG THAT SG IS FREE TO USE THE CUSTOMER CONTENT AS SET FORTH HEREUNDER, AND AS PROVIDED OR AS MODIFIED BY SG, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

3. Payment Terms/Additional Terms and Conditions. The Customer is responsible for the payment of all the applicable fees as described in [SG’s standard billing terms] on the Web Site or elsewhere by SG, in connection with all Orders submitted through the Web Site. Additional terms and conditions may apply to specific portions of or products on the Web Site, which terms are made part of these Terms of Use by reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted or emailed for, or applicable to, a specific portion of or products on the Web Site, the latter terms shall control with respect to your use of that portion of the Web Site or the products.

4. Accuracy of Content; Limitations on Quantity. Excluding Customer Content, the information on this Web Site is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product or service descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law ). We also reserve the right to limit quantities (including after an Order has been submitted and/or acknowledged) and to revise, suspend, or terminate a product offering, service, or promotion at any time without notice (including after an Order has been submitted and/or acknowledged). The inclusion of any products, services and/or experiences on this Web Site at a particular time does not guarantee that the products, services and/or experiences will be available. If a product, and/or service offered and sold by us is not as described, your sole remedy is to return it subject to the terms set forth herein.

5. Proprietary Rights. Excluding Customer Content, you acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, graphics, videos, music, button icons, and page headers) available on the Web Site are the property of SG and/or its affiliates, subsidiaries, or licensors and are protected by copyrights, trademarks, service marks, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from content or materials on the Web Site. Reference to any products, services or other information by trade name, trademark, manufacturer, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by SG. All trademarks not owned by SG that appear on the Web Site are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited. SG is not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content transmitted through the Web Site.

6. Links to Third-Party Websites; No Implied Endorsements. This Web Site may contain links to other websites on the Internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality, or any other aspect of any linked website. In no event shall any reference to any third party, third party website, or third party product or service be construed as an approval or endorsement by us of that third party, third party website, or of any product or service provided by a third party.

7. Indemnification. By using this Web Site and/or placing an Order, you agree to indemnify, hold harmless, and defend SG, its parent, subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, and affiliates (collectively, the “SG Indemnitees”) from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Web Site and/or the deliverables provided to you by SG in connection with your Order; (ii) your breach of the Terms of Use; (iii) your violation of any law or the rights of a third party; or (iv) your Customer Content. You agree to cooperate as fully as reasonably required in the defense of any claim. SG reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the SG Indemnitees.

8. Disclaimers. SG is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract, or strict liability) arising out of or related to any Customer Content or deliverables provided to Customer by SG, or to any act or omission by Customers of the Web Site or by any third party or by any of the equipment or programming associated with or utilized by the Web Site.

SG assumes no responsibility for any error, production error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, any Customer Content or other Customer communications in connection with an Order, which is beyond the reasonable control of SG. SG is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Web Site, including any injury or damage to Customer’s or other person’s computer related to or resulting from participation on or through the Web Site, which is beyond the reasonable control of SG.

EXCEPT AS OTHERWISE PROVIDED HEREIN AND/OR BY SG, THE WEB SITE, ITS CONTENT AND ALL TEXT, IMAGES, PRODUCTS, ORDERS, DELIVERABLES, SERVICES, AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, SG DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS WEB SITE IS FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THIS WEB SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEB SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
9. Limitation of Liability. IN NO EVENT SHALL SG, ITS PARENT, SUBSIDIARIES, DIVISIONS, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE BE LIABLE TO ANY USER OF THE WEB SITE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE WEB SITE OR ANY INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY SG, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF SG HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN NO EVENT SHALL THE TOTAL LIABILITY OF SG, ITS PARENT, SUBSIDIARIES, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS WEB SITE AND/OR THE DELIVERABLES PROVIDED BY SG IN CONNECTION WITH YOUR ORDER, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO SG IN CONNECTION WITH THE APPLICABLE PRODUCTS, SERVICES, OR PROMOTION GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SG, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF SG.
You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise, products, services and experiences available through the Web Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.
10. International Use. We make no representation that information on this Web Site is appropriate or available for use outside the United States. Those who choose to access this Web Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
11. Risk of Loss. The items purchased from our Web Site are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items pass to you upon our delivery to the carrier.
12. Unavailability of Web Site; Termination; Fraud. We may alter, suspend, or discontinue this Web Site in whole or in part, at any time and for any reason, without notice or cost. In addition, the Web Site may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Web Site or your account, for any reason, including without limitation, breach of these Terms of Use. If at any time, we notify you that your access to and/or use of the Web Site or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any Order if fraud is suspected. In the event these Terms of Use or your account or access to the Web Site are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.
13. Choice of Law and Forum. These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of State of New York. The parties irrevocably submit to the exclusive jurisdiction of the courts located in New York County, New York regarding any dispute or claim arising out of or in connection with these Terms of Use or their subject matter (including non-contractual disputes or claims).
14. Miscellaneous. Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and SG with respect to the Web Site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and SG with respect to the Web Site. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of SG to act with respect to a breach by you or others does not waive SG’s right to act with respect to subsequent or similar breaches. SG’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SG without restriction. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.

Last Updated: January 25, 2013

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