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EXPRESS BADGING SERVICES, INC.

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS.When used in these Terms and Conditions, the following terms shall have the following meanings:

1.1. “Agreement” means the applicable Proposal, Confirming Sales Order, Invoice and these Terms and Conditions, taken collectively.

1.2. "COMPANY" means Express Badging Services, Inc. d.b.a. eXpress badging™.

1.3. “Confirming Sales Order” or “order” means the document labeled as such that restates all of the agreed terms (Products and Services ordered by the CUSTOMER and prices paid or payable therefor), that includes these Terms and Conditions and that is part of the Agreement.

1.4. “Content” means all intellectual property, including all text and images and all associated rights, provided by the CUSTOMER or an End-User through the CUSTOMER, and used to produce Products by the COMPANY.

1.5. "CUSTOMER" means the person, firm, company or organization agreeing to purchase Products and/or Services from the COMPANY.

1.6. "End-User" means either CUSTOMER or CUSTOMER’s customer who uses the Products and/or Services when the CUSTOMER is a COMPANY-authorized reseller of the Products and Services.

1.7. “Invoice” means the document labeled as such that describes the amounts payable by the CUSTOMER for the items (Products and/or Services) order pursuant to the Proposal and the Confirming Sales Order.

1.8. “PII” is any personally identifiable information about an individual maintained by an agency (or company), including (1) any information that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. Examples of PII include, but are not limited to:

Names, such as full name, maiden name, mother‘s maiden name, or alias; Personal identification numbers, such as social security number (SSN), passport number, driver‘s license number, taxpayer identification number, or financial account or credit card number; Address information, such as street address or email address, personal characteristics, including photographic-image (especially of the face, or other identifying characteristics), fingerprints, handwriting, or other biometric data (e.g., retina scan, voice signature, facial geometry), information about an individual that is linked or linkable to one of the above (e.g., date of birth, place of birth, race, religion, weight, activities, geographical indicators, employment information, medical information, education information, financial information).

1.9. "Products" and "Services" means the items sold by COMPANY and listed on every COMPANY Proposal, Confirming Sales Order, and Invoice.

· Refer to our website for a comprehensive list of Products and Services CLICK HERE or visit https://www.expressbadging.com


1.10. “Proposal” means the document labeled as such that describes the Products and/or Services that the CUSTOMER has indicated a desire to purchase from the COMPANY, and the applicable prices and payment terms, as well as additional information including, without limitation, contact names and addresses and a delivery address.

1.11. For other industry definitions applicable to the Products and Services CLICK HERE or visit https://www.expressbadging.com/kb_results.asp?ID=21


2. INVOICING AND PAYMENT. Payment terms under this Agreement are stated in the Invoice, provided that if no payment terms are specified in the Invoice, the COMPANY’s standard payment terms shall apply. Such standard payment terms are prepaid (all amounts paid in full prior to shipment or delivery of any Products or Services).

2.1. Extended Payment Terms: Extended payment terms are available upon approval by the COMPANY. An Extended Terms application may be required by the COMPANY prior to approval. The application review process may delay shipment of orders by up to twenty (20) business days. CUSTOMER must submit an authorized purchase order (PO) via email or by fax; provided, however, if an authorized PO is not an available alternative, the Proposal describing such extended terms must be signed by an authorized representative of the CUSTOMER, which must be an officer or majority owner if such order is $5,000.00 or more.

2.2. Unless otherwise stated in an Invoice, Products ordered are invoiced upon the date of shipment or in advance thereof, and Services are invoiced upon completion. Partial Product shipments will be invoiced as if the complete order was shipped unless otherwise indicated in an Invoice.

2.3. Payment Terms: The following payment terms when used in an Invoice shall have the following meanings:

· 50% Deposit will apply to first time customers and projects over $10,000.

· “Due Upon Receipt”—Payment must be received within 5 calendar days.

· “Net:10”—Payment must be received within 10 calendar days.

· “Net:30”—Payment must be received within 30 calendar days.

2.4. Late Payment: Any failure to meet the required payment terms as set forth in an Invoice shall require any future orders to be Prepaid. Furthermore, a late payment fee of five percent (5%) of the unpaid amount shall be added for each month, or partial month such amount remains unpaid. Any costs incurred by the COMPANY in collecting unpaid amounts, including, without limitation, reasonable attorneys’ fees and costs, shall be paid by the CUSTOMER.

3. ADDITIONAL WORK. Any work to be performed by the COMPANY that falls outside the scope of the Proposal or Confirming Sales Order, and that are to be performed by the COMPANY under this Agreement shall require that the parties enter into a “Statement of Work” which shall describe such work in detail, including all costs associated therewith and a target schedule for completing such work. The CUSTOMER must request such work at the time of project engagement.


4. PRICING. Prices set forth in a Proposal are valid for up to 60 calendar days from the date of the Proposal unless otherwise stated in the Proposal.

4.1. If a Product becomes no longer available within such 60 days for any reason, the COMPANY will substitute such Product with an equivalent PRODUCT (if available) and provide any adjustments to the Proposal pricing and terms as may be necessary.

4.2. Proposals are issued by the COMPANY, in writing, according to information furnished by CUSTOMER. The CUSTOMER shall remain solely liable for any errors or omissions in such information after approval.

4.3. For other policies and procedures regarding COMPANY pricing CLICK HERE or visit https://www.expressbadging.com/ID-Badge-Ship-Terms-s/178.htm


5. WARRANTY AND SUPPORT.

5.1. Hardware Warranty: CUSTOMER's warranty coverage with respect to any computer hardware that comprises any part of a Product begins on the date of shipment of such hardware from the COMPANY (or the COMPANY’s vendor, if applicable). All such hardware comes with the manufacturer’s express warranty, and, accordingly, such warranty shall terminate as of the last day of the warranty period described by such manufacturer. The COMPANY provides no additional or different warranty coverage, and to the greatest extent permitted by applicable law, expressly disclaims any express or implied warranties of any kind, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

5.2. Warranty Claims: In the event of any failure or malfunction of any hardware covered by any such manufacturer’s warranty, CUSTOMER shall contact the COMPANY and shall follow the COMPANY’s directions as to the warranty repair process. CUSTOMER shall pay all applicable shipping charges for warranty returned items.

5.3. Technical Support: The COMPANY provides phone, remote into computer and email technical support to CUSTOMER for one year from the Invoice date on all purchased items. For more information on technical support, refer to the COMPANY Technical Support Page CLICK HERE or visit https://www.expressbadging.com/ID-System-Support-s/31.htm


5.4. Extended Support: For ongoing support after one year, the COMPANY offers an Extended Warranty Program CLICK HERE or visit https://www.expressbadging.com/ID-System-Support-s/31.htm#Extended%20Support%20Agreement


5.5. DOA: For a PRODUCT hardware item to be replaced it must be considered dead-on-arrival (“DOA”), which shall mean that item was non-functional, in whole or in part, such that it failed to power on, or failed to properly perform, from the first time it was used by the CUSTOMER. CUSTOMER must notify either COMPANY or associated manufacturer within five business days of the date the Product was received by the CUSTOMER of any DOA item, and prior to returning such item, shall have undertaken reasonable resolution efforts as directed by the COMPANY and/or associated manufacturer to resolve the issue. CUSTOMER shall not return any DOA items without a Return Materials Authorization issued by the COMPANY or associated manufacturer.

5.6. Manufacturer’s Discretion: It shall be subject to the manufacturer’s discretion whether to replace or repair any hardware item, whether DOA or otherwise, and the COMPANY shall have no responsibility to CUSTOMER as a result of any such determination made by such manufacturer, including, without limitation, any responsibility to provide a refund, to issue a credit, or to accept a return.

5.7. Software License and Warranty: Software is provided for use under license from third party licensors. The terms of any such license shall be provided upon request. CUSTOMER's warranty coverage with respect to any computer software that comprises any part of a Product begins on the date of Invoice and shall extend for one year from such date. Generally, such coverage shall consist of phone, remote into computer, and/or email technical support at no additional charge to resolve any software-related errors. Notwithstanding the foregoing, certain software products supplied by third party licensors may require that the CUSTOMER purchase a higher level of support to receive technical support and/or that support for such products be obtained directly from the licensor. The COMPANY shall notify the CUSTOMER of such requirements and the availability of such support when applicable. CUSTOMER must document all license numbers, date of installation, warranty expiration dates, username, and password of admin user, and retain all Invoices for proof of purchase.

5.8. Software Updates/Upgrades: Software updates and upgrades are supplied by the licensor and their availability may vary depending on licensor’s policies. In some cases, updates or upgrades may require payment of a fee. Please check the licensor’s warranty details.

6. PRIVACY. COMPANY ensures that all CUSTOMER-provided PII is stored securely and is only accessible by authorized personnel. COMPANY uses industry standard practices to ensure all CUSTOMER-provided PII is managed securely. COMPANY will never make public, nor sell, any CUSTOMER Content, including any data, photos, or badge designs. Nor will COMPANY ever publish or provide CUSTOMER Content, including any badge designs, or samples for advertising or promotional purposes without CUSTOMER approval.

Furthermore, COMPANY complies with all applicable state and federal laws concerning the collection, storage and use of PII. For further information concerning the COMPANY’s practices, policy and procedures concerning the privacy of PII and retention of data, CLICK HEREor visit https://www.expressbadging.com/badge-submission-help-s/322.htm

7. INTELLECTUAL PROPERTY AND INDEMNIFICATION.

7.1. Ownership and Use of Intellectual Property: All Content, such as text and images provided by CUSTOMER shall be solely owned by the CUSTOMER or other End-User, if not the CUSTOMER. As between the COMPANY and the CUSTOMER, the CUSTOMER shall be solely responsible for such Content, and the COMPANY will not acquire, any right, title or interest in or to the Content; provided, however, the CUSTOMER, or the End-User though the CUSTOMER, as the case may be, hereby grants the COMPANY a royalty-free, worldwide, transferable, sub-licensable right and license to use the Content in order to provide the Services herein, process orders, and/or produce and ship Product, as may be required under any Confirming Sales Order.

7.2. Content Warranty: The CUSTOMER hereby represents and warrants that the Content supplied by CUSTOMER or other End-User and used in the production of Products and/or the provision of Services, does not infringe the rights of any third-party including, but not limited to, any copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity.

7.3. Indemnification: CUSTOMER releases and agrees to indemnify and hold COMPANY and its owners, shareholders, directors, officers, managers, employees, representatives, agents, subsidiaries, affiliates, successors, business partners and assigns harmless from and against any and all damages, losses, costs or expenses (including, without limitation, attorneys' fees and costs of trial and any appeals) incurred in connection with any lawsuit, claim, demand or action (each, a “Claim”) brought by any third party against the COMPANY arising from or related to: (a) the Content provided by the CUSTOMER or other End-User and used by the COMPANY in the production of any Product or the provision of any Services hereunder, including, without limitation any claim of infringement as described in Section 7.2 above; or (b) any other use, misuse, unauthorized use or sale, or any representation or misrepresentation related to the Products or Services provided by COMPANY to the CUSTOMER or other End-User, whether such Claim was caused by the acts or inaction of CUSTOMER or other End-User.


8. LIMITATION OF LIABILITY. COMPANYs liability to CUSTOMER for any cause is limited to the lesser of $100,000 or the amount payable by CUSTOMER under the Conforming Sales Order pursuant to which the dispute or occurrence giving rise to such liability arose. COMPANY will not be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages, howsoever incurred and whether or not the COMPANY was aware that such damages may be incurred.


9. FORCE MAJEURE. The COMPANY will not be liable and its non-performance will be excused, for delays in performance or for non-performance of its obligation under this Agreement due to causes beyond its reasonable control, including, without limitation, acts of war or of the public enemy, fire, flood, extreme weather events or other natural causes such as, but not limited to, hurricanes, earthquakes, labor shortages and strikes.

10. MISCELLANEOUS.

10.1. Entire Agreement: This Agreement, including the Proposal, Confirming Sales Order and these Terms and Conditions, as well as any other documents incorporated by reference therein, represents the entire understanding of the COMPANY and the CUSTOMER with respect to the subject matter described therein and supersedes any previous communication or agreements that may exist. Modifications to the any of the terms or provisions hereof will be made only through a written amendment signed by both parties.

10.2. Independent Contractors: In performance of the duties and obligations of this Agreement, the parties shall be and are at all times, independent contractors for all purposes.

10.3. Assignment: The parties agree that this Agreement shall not be assigned, transferred or pledged by any party. Any attempt to assign, transfer, pledge or otherwise dispose of this Agreement contrary to the foregoing shall be null and void and without effect.

10.4. Governing Law; Prevailing Party: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law principles or laws of any state. Venue for any legal or equitable proceeding or action at law arising out of or construing this Agreement shall lie exclusively in the State Courts of Brevard County, Florida, or the United States District Court for the Middle District of Florida, Orlando Division. The parties hereto specifically waive any other jurisdiction or venue. In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs.

10.5. Waiver; Headings, Severability: The waiver by any party of any of the terms and conditions or any breach of this Agreement shall not operate or be construed as a general waiver of any such terms and conditions or permit a subsequent breach by any party. Section and paragraph headings are for convenience of reference only and shall not be used in the interpretation of this Agreement. The terms and provisions of this Agreement are severable, and should any clause or provision hereof be unenforceable or be declared invalid for any reason whatsoever, this Agreement shall be construed and read as is such invalid or unenforceable clause or provision were omitted.

10.6. Notices: Any notice required or implied by this Agreement shall be sufficient if given by personal delivery or certified mail, return receipt required, to the person and at the address listed on the applicable Confirming Sales Order or such others persons and addresses as shall be communicated to the other party by the party to who notice is intended to be given.