These terms and conditions shall be incorporated into, and become, the entire agreement by and between American Solutions for Business (“AGENCYSOURCE”) and the customer (the “Customer”) upon acceptance of an offer by Customer for services from AGENCYSOURCE. Please read the entirety of the terms and conditions mindfully, do not assume anything. By utilizing AGENCYSOURCE via internet (this website and/or e-mail), telephone (speaking to someone or via messages), in person, or otherwise, you are agreeing to be bound by the following terms and conditions. AGENCYSOURCE reserves the right to make additions, deletions, or otherwise modify the terms and conditions at any time and in its sole discretion. If you are not willing to abide by any of the statements in the terms and conditions please do not use any aspect of the information or services provided by AGENCYSOURCE.
Pricing and Payments
Prices are effective for thirty (30) days, unless otherwise agreed to in writing by AGENCYSOURCE; however, prices of outside materials (ink, paper, etc.) and services separately charged to Customer are subject to change at any time. AGENCYSOURCE will notify Customer of any price changes prior to production. Customer shall be responsible for all sales and similar taxes on each order. Customer's credit card will be charged when the order is received.
Claims and Liens
The Customer must make a claim in writing no later than 48 hours after delivery of order. If such a claim is not made within those 30 days, AGENCYSOURCE will understand that the product has been accepted. By accepting the product, the Customer acknowledges that AGENCYSOURCE's performance has completely satisfied all terms, conditions, and specifications. AGENCYSOURCE's liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages. As security for payment of any sum due under the terms of an agreement, Customer hereby grants a security interest in Customer property and AGENCYSOURCE has the right to hold and place a lien on all Customer property in the possession of AGENCYSOURCE. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the Customer is liable for all collection costs incurred.
Copyright Release and Copyrights
By using any service of AGENCYSOURCE, the Customer agrees and acknowledges that the Customer is the legal owner and/or licensee of ALL submitted artwork to AGENCYSOURCE. The Customer also relinquishes AGENCYSOURCE of any legal liability related to copyright violation and/or infringement. The Customer assumes sole responsibility and liability of ALL forms of submitted artwork to AGENCYSOURCE. The Customer will retain ownership of the content uploaded or sent to AGENCYSOURCE.
The Customer warrants that the subject matter to be printed is not copyrighted by a third party. The Customer also agrees not to infringe on trademarks, patents, trade secrets, the right of privacy, the right of publicity or other legal right of any third party and will comply with all applicable laws, rules, and regulations. The Customer recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The Customer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the Customer agrees to indemnify and hold AGENCYSOURCE harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. Further, all artwork, type, dies, tooling and other preparatory items, when fabricated or procured by AGENCYSOURCE, shall remain the exclusive property of AGENCYSOURCE, notwithstanding any payment made by Customer, and no use of same by Customer shall be made without the prior written consent of AGENCYSOURCE.
Customer Communications and Liability
Any and all pertinent information that is needed to fulfill a customer order, from the conception of the order being placed and up until the time it is shipped from AGENCYSOURCE’s facility, must be in the Customer’s file under that specific order. All Customers have the opportunity to provide pertinent information via the special instructions field in the order form, e-mail, postal mail, telephone, or in person.
When submitting questions, comments, suggestions, ideas, or other material via e-mail or other communications, Customer grants AGENCYSOURCE permission to use such submissions for marketing and other promotional purposes. Customer agrees that AGENCYSOURCE will have no obligation to keep any submissions confidential. Customer will not bring a claim against AGENCYSOURCE based on "moral rights" or the likes arising from AGENCYSOURCE's use of a submission. This section does not apply to Customer content that will appear as part of Customer product used in connection with any AGENCYSOURCE service.
AGENCYSOURCE will only maintain extended coverage on property belonging to the Customer while the property is in the possession of AGENCYSOURCE. AGENCYSOURCE's liability for this property will not exceed the amount recoverable from the insurance.
AGENCYSOURCE PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGENCYSOURCE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICE, OR ITS USE WILL BE UNINTERRUPTED, WILL BE FREE OF INACCURACIES OR ERRORS, WILL MEET CUSTOMER REQUIREMENTS, OR WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE USED. AGENCYSOURCE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS AND CONDITIONS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. AGENCYSOURCE will not be liable to Customer 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 AGENCYSOURCE service, based on any cause of action, even if advised of the possibility of such damages.
Limitation of liability: except for a break of a party's representations and warranties under these terms and conditions or in connection with Customer’s indemnity obligations under these terms and conditions, in no event will the liability of AGENCYSOURCE exceed the value of products received or services rendered. The value of products or services is limited to the stated value on the AGENCYSOURCE website or as stated by an authorized AGENCYSOURCE agent.
Governing Law; Jurisdiction and Venue
The rights and obligations of the parties shall be governed by, and entering into a business transaction with AGENCYSOURCE shall be construed and enforced in accordance with, the laws of the State of Minnesota, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. The parties hereto consent to the jurisdiction of all federal and state courts in Minnesota, and agree that venue shall lie exclusively in Minnesota. Any action or proceeding arising out of or related to this Agreement shall be brought and enforced only in the state and federal courts located in Minnesota and the parties consent to the personal jurisdiction of such courts and waive any argument that venue in any such forum is not convenient.
The Customer agrees to protect AGENCYSOURCE from economic loss and any other harmful consequences that could arise in connection with the work. This means that the Customer will hold AGENCYSOURCE harmless and safe, indemnify, and otherwise defend AGENCYSOURCE against claims, demands, actions, and proceedings on any and all grounds. This will apply regardless of responsibility for negligence.
Disclaimer of Express Warranties: AGENCYSOURCE warrants that the work is as described in the purchase order. The Customer understands that the work shown in a proof when approved is what will be printed and acknowledges the difference in appearance on-screen when color is represented. AGENCYSOURCE will not be held liable under any circumstance for problems resulting from files provided by the Customer (this includes color shifting and issues arising from improper file preparations).
If the Customer finds a production error or manufacturing defect in the item(s) he/she received from AGENCYSOURCE, AGENCYSOURCE will replace the item(s) at no charge. ALL CLAIMS MUST BE INITIATED WITHIN 30 DAYS AFTER DELIVERY OF PRODUCT.
Limitation of Liability
In no event will AGENCYSOURCE or its suppliers be liable for any indirect, special, consequential, or incidental damages, including, without limitation lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the use or inability to use this website or any AGENCYSOURCE product, damages resulting from the use or reliance on the information provided in this website, even if AGENCYSOURCE or its suppliers have been advised on the possibility of such damages.
Links to Other Sites and Third Party Services
There are links to sites which may not be owned by AGENCYSOURCE on this website. Customer acknowledges and agrees that AGENCYSOURCE is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Customer agrees that AGENCYSOURCE will not be liable in any way for Customer’s use of such services.
Personal or Economic Right
The Customer also warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or their personal or economic rights. The Customer will, at the Customer's sole expense, promptly and thoroughly defend AGENCYSOURCE in all legal actions on these grounds as long as AGENCYSOURCE: Promptly notifies the Customer of all legal action; and gives the Customer reasonable time to undertake and conduct a defense. AGENCYSOURCE reserves the right to use sole discretion in refusing to print anything deemed illegal, libelous, scandalous, improper, or infringing upon copyright law.
AGENCYSOURCE refuses to print or promote any form of pornographic images or nudity. AGENCYSOURCE also reserves the right to reject orders that contain the strong use of written foul language and obscenities, which is considered offensive to the general public.
AGENCYSOURCE only has access to information that Customer voluntarily provides via e-mail or other direct contact. Information will not be shared with any third party outside of the AGENCYSOURCE organization. Information provided will be used to respond to the Customer inquiry. Customer may opt out of receiving any future contacts from AGENCYSOURCE at any time. This includes an "opt out notice" in any future e-mail AGENCYSOURCE may send. AGENCYSOURCE reserves the right, but does not assume the obligation, to monitor transactions and communications that occur while providing services.
Production schedules will be established and followed by both the Customer and AGENCYSOURCE. In the event that the Customer does not adhere to the production schedules, delivery dates will be subject to renegotiation. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of AGENCYSOURCE. In such cases schedules will be extended by an amount of time equal to the delay incurred.
Returns must be approved by AGENCYSOURCE. If a product is found to be defective by AGENCYSOURCE product replacement will be created and shipped. Please keep in mind:
- NO RETURNS DUE TO LATE ORDER OR SHIPPING DUE TO CUSTOMER DELAYS.
- NO RETURNS DUE TO ERRORS MADE IN A PROVIDED FILE OR APPROVED PROOF.
- NO RETURNS DUE TO COLORS NOT MATCHING WHAT CUSTOMER HAD IN MIND.
If Customer receives merchandise that is defective or damaged upon receipt, please notify AGENCYSOURCE within 30 days of order receipt. If it is determined that AGENCYSOURCE is at fault, AGENCYSOURCE will have UPS, or another carrier selected by AGENCYSOURCE, pick up the entire project, reprint the job, and ship it back. Customer will only be charged for the initial order and no additional shipping charges. If Customer can only send back a partial order, AGENCYSOURCE will only reprint the portion returned and will not make any changes to the print file. AGENCYSOURCE will only use the original file uploaded or approved by Customer. Credits or refunds will be for the amount of the product returned.
Ship dates are estimates only and established from the time AGENCYSOURCE receives proof approval and are shipped using UPS, or other carriers approved by AGENCYSOURCE. AGENCYSOURCE IS NOT RESPONSIBLE FOR ANY ERRORS THAT ARE MADE BY THE CARRIER INCLUDING DAMAGES TO THE PRODUCT. AGENCYSOURCE WILL NOT BE HELD RESPONSIBLE FOR WEATHER, ACTS OF GOD, OR OTHER CONDITIONS AGENCYSOURCE CANNOT CONTROL. AGENCYSOURCE does not deliver to P.O. boxes, a street address must be provided for every order.
After product has shipped, all shipping company terms and conditions apply for lost or delayed packages. If Customer has a deadline, Customer must request expedited shipping as ground shipments are not guaranteed. Terms for the shipping company still apply to lost packages.
These terms and conditions 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 Minnesota without reference to conflict of law principles. These terms and conditions will not be assignable or transferable by Customer without the prior written consent of AGENCYSOURCE. These terms and conditions (including all of the policies and other agreements described in the terms and conditions), 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 terms and conditions will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other further exercise thereof or the exercise of any other such right, power, or privilege. Customer and AGENCYSOURCE are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these terms and conditions. The invalidity or unenforceability of any provision of these terms and conditions will not affect the validity or enforceability of any other provision of these terms and conditions, all of which will remain in full force and effect.