GENERAL TERMS: This Terms of Sale Agreement (hereinafter “Agreement”) is made effective as of the order date, by and between Sore Thumb, LLC (hereinafter “Sore Thumb”) an Oregon Limited Liability Company, and the signatory to / approver of this document (hereinafter “Buyer”) and subject to the following conditions:
1. LEGAL CLAIM: THIS AGREEMENT IS INTENDED TO BE A LEGAL AND BINDING CONTRACT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED BELOW PLEASE REFRAIN FROM ACCESSING THE SORETHUMB.COM WEBSITE OR MAKING ANY PURCHASES. Sore Thumb RESERVES THE RIGHT TO CHANGE, MODIFY, OR AMEND THESE TERMS AND CONDITIONS WITHOUT NOTICE.
2. DISCLAIMER OF WARRANTIES: THIS SITE AND RELATED PRODUCTS FOR PURCHASE, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Sore Thumb DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES, OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
3. ORDER APPROVAL: Customer is responsible for final proof and layout approval before the printing process. Customer shall approve the final proof and layout via Sore Thumb’s approval system or by confirming with Sore Thumb via email. Sore Thumb is NOT LIABLE for errors in the final product caused by any of the following reasons: (a) Misspellings; (b) Graphics; (c) Bleeds; (d) Grammar; (e) Damaged Fonts; (f) Punctuation; (g) Wrong Cuts; (h) Incorrect or Missing Folds; or (i) Finished Product Size.
4. COLOR PROOFING, MATCHING & PRINTING: Sore Thumb is not liable for color matching or ink density on screen proofs approved by Customers. Screen proofs will predict design layout, text accuracy, image proportion and placement, but not color or density. Sore Thumb will try its best to match the gradient density of each color, but Sore Thumb is not liable for the final appearance of a color.
5. MANUFACTURING DEFECT: Sore Thumb uses third-party manufacturing and is not responsible for manufacturing defects. In the event that there is a manufacturing mistake, Sore Thumb will not issue a refund but instead have the issue fixed and the order recreated. In the event of manufacturing defect, the original shipping deadline will be extended at Sore Thumb’s sole discretion. Customer agrees that they will not hold Sore Thumb liable for any damages caused by a manufacturing defect.
6. TITLE AND RISK OF LOSS: Title to and risk of loss of goods shall pass to the buyer upon delivery, notwithstanding any prepayment or allowance of freight by Sore Thumb. Any loss of goods by a delivery service is the responsibility of the delivering company and/or Buyer.
7. SHIPPING DEADLINE: Sore Thumb is not liable for any shipping delay caused by a third party.Sore Thumb guarantees the ship date, but cannot guarantee the arrival date of any product ordered.
8. OFFENSIVE MATERIAL: Sore Thumb reserves the right, but not the obligation, to refuse to produce any materials, in whole or in part, that in its sole discretion is deemed to be offensive, indecent, or otherwise inappropriate and regardless of whether this material or its dissemination is unlawful.
9. COPYRIGHT: When Buyer elects to purchase product from Sore Thumb, Buyer grants Sore Thumb a perpetual, universal, non-exclusive right to copy, display, modify, transmit, make derivative works of, and distribute any content transmitted or provided to Sore Thumb by the Buyer, solely for the purpose of providing Buyer with the product requested. Buyer also grants Sore Thumb the right to use Buyer’s finished product or design on Sore Thumb’s website, flyer, promotional activities, etc. for promotional purposes such as the Sore Thumb product gallery, sample requests, etc., but are not allowed to sell Buyer’s product to customers. In no event will Sore Thumb print or display any content provided by you, other than in accordance with any activity initiated by Buyer or the activities listed in these terms and conditions.Buyer shall remain the owner of all content that Buyer submits to Sore Thumb and represents and warrants to Sore Thumb that Buyer is the owner of the copyright to content that Buyer submitted to Sore Thumb or that Buyer has written permission from the copyright owner to use such content.
All information, images, and content displayed on or posted to Sore Thumb are protected by U.S. and international copyright laws and by other laws.Sore Thumb is unable to provide you with permission to copy, display, or distribute material for which you do not own the copyright, and Sore Thumb does not provide others with the rights to Buyer’s content (unless you give us permission to do so).You may not copy or distribute copyrighted material unless you are the copyright owner or have the permission from the copyright owner, and BUYER IS SOLELY RESPONSIBLE FOR ANY COPYRIGHT VIOLATIONS BUYER COMMITS AS A RESULT OF THEIR ACTIVITIES, EVEN IF THE VIOLATION IS UNINTENTIONAL. Sore Thumb has the absolute right to terminate your order or refuse services if you use our Services to violate the intellectual property rights of third parties.
10. INDEMNIFICATION: Buyer hereby agrees to indemnify, defend, and hold harmless Sore Thumb and its Affiliates and their respective officers, directors, employees, and agents from and against all losses, expenses, and damages and costs, including reasonable attorney’s fees, resulting from any violation of these terms or any activity related to Buyer’s account (including Buyer’s negligent or wrongful conduct) by Buyer or any other person accessing Buyer’s account.
11. CANCELLATION POLICY: Buyer is not entitled to a refund for any product they purchase. All sales are final.
12. COUPONS AND DISCOUNTS: Sore Thumb may cancel or discontinue any coupon or discount at any time.
13. FORCE MAJEURE: If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond Sore Thumb’s reasonable control (hereinafter “Force Majeure”), and if Sore Thumb gives Buyer prompt written notice (to include use of electronic mail) of such event, then the obligations of Sore Thumb shall be suspended to the extent necessary by such event.
14. ENTIRE CONTRACT AND SEVERABILITY: This Agreement contains the entire agreement of Sore Thumb and Buyer regarding all transactions between Buyer and Sore Thumb, and there are no other promises or conditions in any other agreement, whether written or oral. If any provision of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but by limited such provision it would become valid and enforceable, then such provisions shall be deemed to be written, construed, and enforced as so limited.
15. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of Oregon.
16. ARBITRATION: If a dispute arises in connection with the terms or enforcement of this Agreement, the aggrieved party shall notify the other party in writing of the dispute and the Parties shall meet in person, over the phone, or by another agreed upon manner within ten (10) days to discuss a possible resolution of the disputers. If the parties are unable to fully resolve the dispute, the parties agree to mandatory, final, binding arbitration. The arbitration shall be conducted according to the current rules of Arbitration Services of Portland, Oregon, before a single arbitrator chosen from a panel of attorneys admitted to practice law in the State of Oregon, who is knowledgeable in business and corporate law. The written determination and award of the arbitrator shall be final, binding, and conclusive, and such determination may be entered in any court of competent jurisdiction. The arbitration clause shall survive any termination or amendment of this Agreement.