ELEVATE PROMO TERMS AND CONDITIONS
ELEVATE PROMO TERMS AND CONDITIONS
IMPORTANT—THE FOLLOWING CONTAINS TERMS AND CONDITIONS FORMING A BINDING LEGAL AGREEMENT. PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING ELEVATE PROMO’S SERVICES OR ELEVATEPROMO.COM
By checking the box “I have read and agree to the terms and conditions,” or by using Elevate Promo’s services, you expressly acknowledge and agree, on your own behalf as an individual, and on behalf of your employer or another entity which has not yet done so (collectively “You,” or “Your“), that You are entering into a binding legal agreement with Elevate Solutions Inc. d/b/a Elevate Promo (“Elevate“), are over 18 years of age, have full authority to bind such employer or other entity, agree to be bound to the laws and jurisdiction of the State of Utah and have understood and agree to comply with all terms herein (“Terms“). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
- License Grant for Submitted Content. Elevate provides services including the branding of goods and materials using intellectual property (the “Services”). In connection with use of the Services, you will submit content to Elevate. “Content” means any information that You may generate, provide, transmit, or upload in connection with the Services, such as graphics, stylized logos, brand names, data files, written text, software, music, photographs, images, personal likenesses, sounds, videos, messages and similar materials. By Submitting Content, you grant Elevate a perpetual and assignable license without fee or royalties (the “License”) for use of content as needed in connection with the Services including, but not limited to, the reproduction of any such Content on goods and merchandise. You also authorize Elevate to modify the Content color, size, shape, image resolution, or any for other modifications made in connection with the Services.
- Use of Site. You are personally responsible for your submission of Content and your use of “www.elevatepromo.com.” You agree that You will not submit Content that is or gives rise to, and Elevate may (but is not required to) refuse or remove Content that it determines in its sole discretion to be, (a) unlawful, offensive, threatening, harmful, libelous, defamatory, pornographic, gambling-related, obscene, racist, infringing or otherwise objectionable; (b) not wholly-owned by or validly licensed to You; (c) a violation of a third-party’s intellectual property rights; (d) a breach of these Terms; and/or (e) a violation of the terms and conditions, as modified from time to time, of Elevate’s vendors who provide products, services, and other resources to enable the Service (“Third-Party Vendor”). Content must include Your name and address, and Your contact information (telephone number, email address) to which user questions, complaints or claims should be directed.
- Submission. Once You submit Content to Elevate, You (a) authorize and appoint Elevate to integrate the Content into branded goods or materials; and (b) will provide Elevate with all information including modified Content that it requests in connection with such integration.
- Publicity Using Submitted Content and End Products. Pursuant to the License granted in Section 1 herein, You agree that Elevate may (a) publicize Your name and logo and Your use of the Services; and (b) use goods and materials, including physical reproductions of any goods created for You and images of goods and materials created using Your name, logo, trade dress, or other Content You submitted to publicize and advertise Your use of Elevate and its Services, including on the Elevate website elevatepromo.com.
- Warranties by Customer. You warrant that you own all intellectual property rights to Content and/or have appropriate authorization from the owner to create branded goods and materials through Elevate’ Services. Elevate may at any time, but is not required, to request proof or authentication of Your right to the intellectual property in the Content. In such case You agree to provide to Elevate trademark registration certificate(s), copyright registration certificate(s), assignment(s), license(s), proof of original authorship(s), or other proof showing You own or have a valid license to use the intellectual property in the Content. In the event that You cannot provide sufficient documentation to show such ownership or valid license, You agree that Elevate may refuse to provide further services and may also refuse to distribute to You or any other party branded goods or materials already produced without refund.
- Other Requirements. You acknowledge and agree that (a) information transmitted or gathered in connection with the Services may be used in an aggregated and anonymous manner; (b) Third-Party Vendors and their affiliates are third-party beneficiaries of these Terms, and that such entities will have (and be deemed to have accepted) the right to enforce them against You; and (c) as between You and Elevate, You are solely responsible for any errors, issues, or downtime caused by or attributable to Your submission of Content.
- Security. You are solely responsible for maintaining the confidentiality of Your password and account information and ensuring the security, confidentiality and integrity of Content that is transmitted through or stored on Elevate’s (or its third- party service provider’s) servers.
- Title and Protection. Except as expressly set forth herein, Elevate (or its third party providers) retain all right, title, and interest to all portions of goods and materials created in association with the Services, except that with respect to submitted Content Elevate will hold only the licenses described above.
- Warranty Disclaimed. Except for as expressly set forth herein, the Services are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Services to achieve Your intended results. TO THE EXTENT PERMITTED BY LAW, ELEVATE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, NONINFRINGEMENT AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ELEVATE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply. Elevate is not responsible for user error, including the use of low resolution images, misspellings, or other design errors. Elevate typically does not review orders submitted prior to production. Unless otherwise indicated, all goods and materials are manufactured by a third-party, and Elevate participates only in the dressing and stylizing of the goods and materials, and Elevate cannot be responsible for defects by the manufacturer.
- Prepayment required. By confirming your purchase during the checkout process, you agree to pay for any item(s) ordered. Unless specified in writing by Elevate, You must prepay for any and all Services ordered or Elevate will not commence production or shipment.
- Payment TermsPayment can be made via check or credit card. Payment terms can be 100% prepaid, 50% advance for order confirmation and 50% after delivery. All samples will be invoiced or charged to the credit card on file based on your account settings. Let us remind our valued customers that all the bank charges required for money transfers have to be paid by the customer. You also agree to pay all charges within 30 days of signed date. .018% late fee will apply to all late payments. Elevate has the right to charge any balance more than 30 days past due to your credit card on file. Collection Fee of 35% of open balance will be applied to any invoice sent to collections.
- Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ELEVATE OR THIRD-PARTY VENDOR, OR THEIR AFFILIATES, SUBSIDIARIES, OR THIRD-PARTY LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR OTHER PECUNIARY LOSS, WHETHER OR NOT FORESEEABLE) ARISING OUT OF THE DELAY OF OR INABILITY TO USE SERVICES, EVEN IF ELEVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ELEVATE CANNOT BE LIABLE FOR YOUR INAPPROPRIATE USE OF ELEVATEPROMO.COM OR ITS CONTENT. IN ANY CIRCUMSTANCE, THE TOTAL EXTENT OF ELEVATE’S LIABILITY TO YOU IN ANY DISPUTE SHALL BE THE SUMS YOU ACTUALLY PAY TO ELEVATE FOR SERVICES OFFSET BY ELEVATE’S MATERIAL AND LABOR COSTS.
- Indemnity. You agree to defend, indemnify and hold harmless Elevate and its affiliates and their respective officers, directors, agents, consultants and employees from any claims, damages, liabilities, costs, and expenses (as incurred, including attorney’s fees) arising from (a) Copyright, trademark, or other intellectual property infringement claims by You; (b) Copyright, Trademark, or other intellectual property infringement claims by any third party relating to Content or other intellectual property used in connection with the Services; (c) product liability claims by You or by any third-party relating to goods or materials produced in connection with the Services; (d) Any other claim or liability arising out of or from the Services or your use of elevatepromo.com; and (e) Your failure to comply with these Terms.
- Force Majeure. Elevate shall not be responsible for failures of its obligations to the extent that such failure is due to causes beyond its control including, but not limited to, acts of God, acts of war, governmental acts, fire, sabotage, strikes, failure of the Internet, strikes or labor difficulties, severe weather conditions, and/or delay in, or of, transportation, suppliers or subcontractors.
- Binding Arbitration. In the event of any dispute concerning or arising under this Agreement or Elevate’s Services, Elevate at its sole election, may give notice and require any dispute between You and Elevate to be resolved through binding arbitration. Any arbitration shall take place in a venue within the State of Utah, Utah County and be governed by the Utah Uniform Arbitration Act (UUAA). An arbitrator shall be an experienced neutral third-party agreeable to both You and Elevate, or otherwise selected under the provisions of the UUAA. In no case shall a disagreement between You and Elevate as to selecting an arbitrator void this Section.
- General. These Terms represent the complete agreement concerning the Services between You and Elevate and supersede all prior agreements and representations related to the subject matter hereof. These Terms, including the Services actually performed or to be performed by Elevate, shall be deemed to executed within and governed by the laws of the State of Utah, excluding choice of law principles. All proceedings shall be conducted in English. You agree that the exclusive jurisdiction and venue for all proceedings shall be the federal or state courts located in Utah County, Utah, provided that venue shall also be proper in any court of competent jurisdiction where Elevate seeks (a) injunctive relief against You to enforce the Terms; and/or (b) to join You in a suit brought by a third party related to the Services. Section headings are provided for convenience only and have no substantive effect on construction. Except for Your obligation to pay Elevate, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Notice shall be deemed effective when received by the designated fax, email, or postal address. If any provision is held to be unenforceable, the Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
20. Modifications. Elevate reserves the right to modify these Terms at any time by publishing the revised terms on the Elevate website at elevatepromo.com. The revised Terms shall become effective within ten (10) days thereof. Your use of the Services constitutes acceptance of any modifications to these Terms.
Copyright Elevate Promo, 2013. Last updated: April 4, 2013