Terms of
Service
Effective Date: April 4, 2004
Welcome
to the SignOutfitters.com web site. The following Terms of Service
("TOS") contain the terms that govern your use of the Web Site and
SignOutfitters.com Service (as defined below). These TOS describe your rights
and responsibilities and what you can expect from the SignOutfitters.com Service.
Use of the SignOutfitters.com Web Site constitutes acceptance of these TOS. SignOutfitters.com
is a Trademark of SS Graphics, Inc.
SS
Graphics, Inc. reserves the right to add, delete and/or modify any of the terms
contained in this TOS, at any time and in its sole discretion, by posting a new
agreement on the SignOutfitters.com Web Site. If any modification is
unacceptable to you, your only recourse is to not use the Web Site and the
SignOutfitters.com Service. Your continued use of the SignOutfitters.com Web
Site following posting of a new TOS on the SignOutfitters.com Web Site will
constitute binding acceptance of the changes.
1. The SignOutfitters.com Service.
SignOutfitters.com
provides a number of Internet-based services through the Web Site (all such
services, collectively, the "SignOutfitters.com Service"). One such
service enables users to create customized yard signs, signs, magnetic signs
and merchandise, decals, stickers, and banners (collectively,
"Products"). SignOutfitters.com users may create and purchase
individual products for their own use.
2. Use of the Web Site and SignOutfitters.com
Service.
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2.1 Eligibility. SS Graphics,
Inc. will only knowingly provide the SignOutfitters.com Service to parties that
can lawfully enter into and form contracts under applicable law. If you are
under the age of 18, but at least 13 years of age, you may use the SignOutfitters.com
Service only under the supervision of a parent or legal guardian who agrees to
be bound by these TOS. The SignOutfitters.com Service is not intended for
children under the age of 13.
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2.2 Compliance with TOS and
Applicable Law. You must comply with all of the terms and conditions of
these TOS, the applicable agreements and policies referred to below, and all
applicable laws, regulations and rules when you use the SignOutfitters.com Service
and the Web Site.
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2.3 Your License to Use the Web
Site and the SignOutfitters.com Service.
§
(a) SignOutfitters.com solely and
exclusively owns all intellectual property and other rights, title and interest
in and to the SignOutfitters.com Service and Web Site, except as expressly
provided for in these TOS. For example and without limitation, SS Graphics,
Inc. owns the trademark SignOutfitters.com(TM), the copyrights in and to the
Web Site. You will not acquire any
right, title or interest therein under these TOS or otherwise.
§
(b) SignOutfitters.com grants you a
limited revocable license to access and use the Web Site and the SignOutfitters.com
Service for its intended purposes, subject to your compliance with these TOS.
This license does not include the right to collect or use information contained
on the Web Site for purposes prohibited by SignOutfitters.com; to compete with SignOutfitters.com;
create derivative works based on the content of the Web Site; or download or
copy the Web Site (other than page caching). If you use the Web Site in a
manner that exceeds the scope of this license or breach this TOS, SignOutfitters.com
may revoke the license granted to you, and pursue any other legal course of
action permitted under applicable state or federal law.
§
(c) This Section 2.3 does not
pertain to your intellectual property rights. For information regarding your
intellectual property rights, please see Section 4.1.
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2.4 Third-Party Services. SignOutfitters.com
may use third parties to provide certain services accessible through the Web
Site. SignOutfitters.com not control those third parties or their services, and
you agree that SignOutfitters.com will not be liable to you in any way for your
use of such services. These third parties may have their own terms of use and
other policies. You must comply with such terms and policies as well as these
TOS when you use these services. If any such terms or policies conflict with SignOutfitters.com’s
TOS, agreements or policies, you must comply with SignOutfitters.com’s TOS,
agreements or policies, as applicable.
3. General Rules.
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3.1 Prohibited Use. You may
only use the SignOutfitters.com Service as expressly permitted by SignOutfitters.com.
You may not cause harm to the Web Site or the SignOutfitters.com Service.
Specifically, but not by way of limitation, you may not: (i) interfere with the
SignOutfitters.com Service by using viruses or any other programs or technology
designed to disrupt or damage any software or hardware; (ii) modify, create
derivative works from, reverse engineer, decompile or disassemble any
technology used to provide the SignOutfitters.com Service; (iii) use a robot,
spider or other device or process to monitor the activity on or copy pages from
the Web Site, except in the operation or use of an internet "search
engine", hit counters or similar technology; (iv) collect electronic mail
addresses or other information from third parties by using the SignOutfitters.com
Service; (v) impersonate another person or entity; (vi) use any meta tags,
search terms, key terms, or the like that contain the SignOutfitters.com name
or trademarks; (vii) engage in any activity that interferes with another user's
ability to use or enjoy the SignOutfitters.com Service; or (viii) assist or
encourage any third party in engaging in any activity prohibited by these TOS.
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3.2 Prohibited Use Promise. By
using the SignOutfitters.com Web Site, you are promising that you are not using
the SignOutfitters.com Service or the Web Site for any of the Prohibited Uses.
4. Use of Your Content.
You
do not lose ownership of the Content that you design on, or upload to, the Web
Site. By uploading Designs to the Web Site or creating Designs with SignOutfitters.com’s
design tools, however, you grant the following licenses to SignOutfitters.com:
the nonexclusive, worldwide, transferable, sublicensable right to copy, crop,
reproduce, publicly display, sell, and distribute the Design in or on Products
and in advertising, marketing, samples, and promotional materials for the
purpose of promoting the Web Site and Products; and the right to make
modifications to your Design as SignOutfitters.com, in its sole discretion,
finds necessary to achieve the above listed purposes.
You
may remove the Content you designed at any time, and you retain any copyright
and other intellectual property rights in that Content. If you choose to remove
Content that you designed or uploaded and notify SignOutfitters.com of your
intention to terminate the licenses described in the above paragraph, those
licenses will terminate, except that SignOutfitters.com may fulfill all orders
that are in any way derived from that Content placed prior to notice of
termination and may continue to use said Content in marketing and promotional
materials.
5. Reservation of Rights.
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5.1 Monitoring. SignOutfitters.com
reserves the right, but does not assume the obligation, to monitor transactions
and communications that occur through the Web Site. If SignOutfitters.com determines,
in its sole and absolute discretion, that you or another SignOutfitters.com user
have breached or will breach a term of these TOS or that such transaction or
communication is inappropriate, SignOutfitters.com may cancel such transaction
or take any other action to restrict access to or the availability of any
material that we may consider objectionable, without any liability to you or
any third party.
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5.2 Modification of the Service.
SignOutfitters.com may modify the SignOutfitters.com Service at any time with
or without notice to you, and will incur no liability for doing so.
6. Submissions.
When
you submit questions, comments, suggestions, ideas, message board postings,
material submitted via web forms, contest entries, communications or any other
information ("Submissions"), you grant SignOutfitters.com permission
to use such Submissions for marketing and other promotional purposes, including
the right to sublicense. You agree that SignOutfitters.com will have no
obligation to keep any Submissions confidential. You will not bring a claim
against SignOutfitters.com based on "moral rights" or the likes
arising from SignOutfitters.com’s use of a Submission. This Section does not
apply to your Content that will appear as part of your product that you use in
connection with SignOutfitters.com Service.
7. Representations and Warranties.
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7.1 Mutual Representations and
Warranties. You represent and warrant to SignOutfitters.com and SignOutfitters.com
represents and warrants to you: (i) that you or it has the full power and
authority to enter into and perform under these TOS, (ii) the execution and
performance of your or its obligations under these TOS do not constitute a
breach of or conflict with any other agreement or arrangement by which you or
it is bound, and (iii) these TOS are a legal, valid and binding obligation of
the party entering into these TOS, enforceable in accordance with their terms
and conditions.
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7.2 By You. You represent and
warrant to SignOutfitters.com that, your use of the SignOutfitters.com Service
and any order that you place with SignOutfitters.com: (i) will not infringe the
copyright, trademark, patent, trade secret, right of privacy, right of
publicity or any other legal right of any third party and (ii) will comply with
all applicable laws, rules, and regulations. You further represent and warrant
to SignOutfitters.com that: (i) there are no claims, demands or any form of
litigation pending, or to the best of your knowledge, threatened with respect
to any of your Content; (ii) SignOutfitters.com will not be required to make
any payments to any third party in connection with its use of your Content,
except for the expenses that SignOutfitters.com incurs in providing the SignOutfitters.com;
(iii) the use of any instructions, formulae, recommendations, or the like
contained in your Content will not cause injury to any third party; and (iv)
your Content does not contain viruses or any other programs or technology
designed to disrupt or damage any software or hardware.
8. Disclaimers and Exclusions.
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8.1 Disclaimer of Warranties.
SignOutfitters.com provides the web site and SignOutfitters.com service on an
"as is" and "as available" basis. Signoutfitters.com does
not represent or warrant that the web site, SignOutfitters.com service or its
use: (i) will be uninterrupted, (ii) will be free of inaccuracies or errors,
(iii) will meet your requirements, or (iv) will operate in the configuration or
with the hardware or software you use. Signoutfitters.com makes no warranties
other than those made expressly in these TOS, and hereby disclaims any and all
implied warranties, including without limitation, warranties of fitness for a
particular purpose, merchantability and non-infringement.
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8.2 Exclusion of Damages. Signoutfitters.com
will not be liable to you or any third party for any consequential, incidental,
indirect, punitive or special damages (including damages relating to lost
profits, lost data or loss of goodwill) arising out of, relating to or
connected with the use of the SignOutfitters.com service, based on any cause of
action, even if advised of the possibility of such damages.
9. Limitation of Liability.
9. Limitation
of Liability. Except for a breach of a party's representations and
warranties under these TOS or in connection with your indemnity obligations
under these TOS, in no event will of the liability SignOutfitters.com exceed
the value of signs received or services rendered. The value of signs or
services are limited to the stated value on the SignOutfitters.com web site or
as quoted by an authorized SignOutfitters.com agent.
10. Indemnification.
You
agree to indemnify and hold SignOutfitters.com and its employees,
representatives, agents, affiliates, directors, officers, managers and
shareholders (the "Parties") harmless from any damage, loss, or
expense (including without limitation, attorneys' fees and costs) incurred in
connection with any third-party claim, demand or action ("Claim")
brought against any of the Parties alleging that you have breached any of these
TOS through any act or omission, including but not limited to any claim that
your content infringes or violates the legal rights of any other party. If you
have to indemnify SignOutfitters.com under this Section, SignOutfitters.com will
have the right to control the defense, settlement, and resolution of any Claim
at your sole expense. You may not settle or otherwise resolve any Claim without
SignOutfitters.com ‘s express written permission.
11. Termination.
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11.1 Termination. SignOutfitters.com
may suspend or terminate your use of the Web Site or SignOutfitters.com Service
if it believes, in its sole and absolute discretion, that you have breached a
term of these TOS.
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11.2 Survival.
Notwithstanding Section 10.1 above, these TOS will survive indefinitely unless
and until SignOutfitters.com chooses to terminate them.
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11.3 Effect of Termination.
If you or SignOutfitters.com terminates your use of the Web Site or the SignOutfitters.com
Service, SignOutfitters.com may delete any content or other materials relating
to your use of the SignOutfitters.com Service on SignOutfitters.com’s servers
or otherwise in its possession and SignOutfitters.com will have no liability to
you or any third party for doing so.
12. Notice.
All
notices required or permitted to be given under these TOS will be in writing
and delivered to the other party by any of the following methods: (i) U.S.
mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to
SS Graphics, Inc., you must use the following addresses: SignOutfitters.com, c/o SS Graphics, Inc.,
4176 6th Street, Wyandotte, MI
48192. Sales@SignOutfitters.com.
If SS Graphics, Inc. provides notice to you, SS Graphics, Inc. will use the
contact information provided by you to SignOutfitters.com. All notices will be
deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business
days after dispatch, (ii) if by overnight courier, 48 hours after the date
receipt is confirmed by such courier service, or (iii) if by electronic mail,
48 hours after the message was sent, if no "system error" or other
notice of non-delivery is generated. If applicable law requires that a given
communication be "in writing," you agree that email communication
will satisfy this requirement.
13. Dispute Resolution.
All
disputes arising out of, relating to or connected with these TOS or your use of
any part of the SignOutfitters.com Service
will be exclusively resolved under confidential binding arbitration held in
Wayne County, Michigan before and in accordance with the Rules of the American
Arbitration Association, by a sole arbitrator applying Michigan law (without
regard for conflicts of law principles). The arbitrator's award will be binding
and may be entered as a judgment in any court of competent jurisdiction. To the
fullest extent permitted by applicable law, no arbitration under these TOS will
be joined to an arbitration involving any other party subject to these TOS,
whether through class arbitration proceedings or otherwise. Any action to
enforce an arbitrator's award will be brought exclusively in a federal or state
court located in Wayne County, Michigan. Each party hereby irrevocably submits
to the personal jurisdiction of the Federal and Michigan State Courts in Wayne
County. By entering into these TOS, you hereby irrevocably waive any right you may
have to join claims with those of others in the form of a class action or
similar procedural device. Any claim arising out of, relating to or connected
with these TOS or your use of any part of the SignOutfitters.com Service must
be asserted individually. Notwithstanding anything to the contrary in this
Section 13, either party may seek equitable relief, including, without
limitation, injunctive relief and specific performance, without the requirement
of posting a bond or other security or proving money damages are insufficient,
from a court of competent jurisdiction.
14. Miscellaneous.
These
TOS will be binding upon each party hereto and its successors and permitted
assigns, and governed by and construed in accordance with the laws of the State
of Michigan without reference to conflict of law principles. These TOS will not
be assignable or transferable by you without the prior written consent of SignOutfitters.com.
These TOS (including all of the policies and other Agreements described in this
TOS, which are hereby incorporated herein by this reference) contain the entire
understanding of the parties regarding its subject matter, and supersedes all
prior and contemporaneous agreements and understandings between the parties
regarding its subject matter. No failure or delay by a party in exercising any
right, power or privilege under these TOS will operate as a waiver thereof, nor
will any single or partial exercise of any right, power or privilege preclude
any other or further exercise thereof or the exercise of any other such right,
power, or privilege. You and SignOutfitters.com are independent contractors,
and no agency, partnership, joint venture, or employee-employer relationship is
intended or created by these TOS. The invalidity or unenforceability of any
provision of these TOS will not affect the validity or enforceability of any
other provision of these TOS, all of which will remain in full force and
effect.