TERMS & CONDITIONS

1. Incorporation of Terms. These terms and conditions govern the agreement formed by your acceptance of the estimate given to you by Renegraphix (“RGX”). These terms are incorporated by reference into the estimate and control over any inconsistent terms in your purchase order or other acceptance.

2. Services. Upon acceptance by you, RGX will perform the services described in the estimate. Any additional services requested by you and not covered by the estimate will incur additional charges.

3. Schedule. The services will be completed and delivery will be made in accordance with the schedule in the estimate, or as otherwise approved by the parties in writing.

4. Changes. Changes in the specifications, quantities, schedule or other aspects of the services that are requested or approved by you do not become binding upon RGX unless accepted by such in writing. Any such changes may result in additional or increased charges, and you agree to pay such increased charges.

5. Charges. The charges for the services are described in the estimate, subject to adjustment as provided in these terms, and you agree to pay to RGX such charges.

6. Taxes. You will be responsible for payment of all applicable federal, state and local taxes and assessments (including sales, use and similar taxes) levied on the transaction contemplated by the estimate. No tax exemption will be recognized unless a valid exemption certificate is provided.

7. Payment Terms. All invoices for services covered by the estimate are due upon receipt of invoice, unless otherwise stated. Failure to pay invoice within 30 days may result in late charges, and or storage costs (“fees”), if applicable, at the sole discretion of RGX, unless alternative arrangements are agreed upon in writing. By signing this document, you agree to pay any of the aforementioned fees promptly, and in full.

8. Limited Warranties and Disclaimer.

a. Services. RGX warrants that all services comprising part of or incorporated into the services will be performed in a good workmanlike and professional manner in accordance with generally accepted practices in the vinyl cutting, engraving, or printing industry(ies).

b. Goods. RGX warrants that all goods comprising part of or incorporated into the services will be of commercially acceptable quality and will in all material respects meet the specifications.

c. RGX’ Warranty Responsibilities. You must give RGX written notice of any breach of warranty or other non-conformity of or defect in the services within a time not to exceed ten (10) days after delivery or performance. RGX may, at their sole option, either repair or replace any defective or non-conforming services at no cost to you, or credit or refund any sums paid by you for the specific portion of the services that is defective or non-conforming, as your sole and exclusive remedy.

d. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPHS (a) THROUGH (c) OF THIS SECTION, THE WORK IS BEING FURNISHED TO YOU “AS IS” AND “WITH ALL FAULTS,” AND RGX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WORK, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability. IN NO EVENT WILL RGX BE LIABLE TO YOU FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES OR GOODWILL, ARISING OUT OF OR RELATING TO THE ESTIMATE OR THE WORK, WHETHER THE CLAIM IS BASED UPON CONTRACT, BREACH OF WARRANTY, TORT OR OTHER THEORY, EVEN IF RGX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RGX’ LIABILITY ARISING OUT OF OR RELATING TO THE ESTIMATE OR THE WORK WILL NOT EXCEED THE SUMS PAID OR PAYABLE BY YOU TO RGX UNDER THE ESTIMATE.

10. Publicity. You authorize RGX to list you as a client of RGX on their website, social media accounts, and on any other internal and external promotional materials and communications.

11. Independent Contractor. RGX is an independent contractor of you, and nothing in the estimate or these terms will be construed as creating a partnership, joint venture or relationship other than that of independent contractors between you and RGX, unless otherwise agreed upon in advance, in writing.

12. Termination of Estimate. RGX may terminate the estimate and cease performance of the services if you fail to timely pay or perform any obligation imposed upon you under the estimate or these terms, and such failure to pay or perform continues for a period of five (5) business days from the date RGX furnishes written notice thereof to you.

13. Proofs. You have full and final responsibility for proof approval. By approving the proof for the subject piece, you accept and approve the format, layout, color, copy, type, spelling, text and content of the piece, and accept responsibility for any errors or omissions therein. You will not hold RGX responsible or liable for any costs, expenses or other damages resulting from errors or omissions contained in the approved proof, or from your failure to timely approve any proofs. Proof corrections, additions, or changes must be submitted within three (3) business days from the date of proof delivery. Changes to the proof that alter a portion greater than 50% of the original design, may, at the discretion of RGX, incur extra fees which you agree to pay, in full at the time of invoicing.

14. Artwork and Other Materials.

1. Unless otherwise stated in the estimate, you will timely supply all artwork, images, type, copy, film and other requested materials required for the services. All materials must be submitted in the requested format(s); if RGX is required to convert to the proper format, you will be charged for the conversion. You represent and warrant to RGX that: (a) you have all required copyrights, licenses and permissions to use the materials supplied by you; and (b) the materials supplied by you do not contain any matters that are illegal, libelous, slanderous, or scandalous, or which threaten any person’s right to privacy. You agree to indemnify, defend and hold harmless RGX and its employees from any and all third-party claims, whether for copyright infringement, invasion or privacy or otherwise, arising out of such materials.

15. Advance Payment. RGX may, in its discretion, pre-invoice you a portion of (“deposit”) or the total cost of estimated charges for any project if the project is personalized, customized, or the estimated costs of which total an amount greater than ($49.99). You agree to pay the deposit or stated cost in full.

16. Miscellaneous Provisions.

a. Amendments. Any amendments to the estimate or these terms will be effective only if in writing and signed by authorized representatives of both parties.

b. Entire Agreement. The estimate and these terms (together with any schedules or exhibits attached) constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any previous agreements or understandings, whether oral or written.

c. Waiver. Failure of either party to insist upon strict performance of the estimate or these terms, or to exercise any option herein, will not be construed as a modification or waiver of any provision, right, or obligation under these terms.

d. Headings. Headings used in the estimate or these terms are for reference purposes only and in no way define, limit, construe, or describe the scope or intent of these terms.