Standard Agreement for Manufacturing
Safe, High Quality, Low Cost Temporary Tattoos
The following Agreement is between you the Visitor and TemporaryTattoosCanada.com
45 Goderich Rd. Suite 202
Hamilton ON L8E4W8
The Agreement is effective as of the date of the Visitor's first visit to TemporaryTattoosCanada.com.
WHEREAS, TemporaryTattoosCanada.com is a Custom Temporary Tattoo manufacturer. TemporaryTattoosCanada.com offers the design, creation and production of temporary tattoo items.
WHEREAS, Visitor seeks to utilize TemporaryTattoosCanada.com's services for Visitor's own purposes.
WHEREAS, the parties acknowledge that the Visitor has claimed ownership over the ideas and designs submitted. TemporaryTattoosCanada.com can make no guarantee that any given designs or ideas are not the rightful property of another entity, nor do we make any explicit or implied guarantee of the marketability of the Visitors ideas. TemporaryTattoosCanada.com represents that it shall make good faith effort to ensure that its service and production are on schedule and of good quality as much as possible and with as little service interruption as possible;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
In the case of a Visitor, the individual under whose name the order is made is personally responsible and liable for all payments due.
TemporaryTattoosCanada.com shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Visitor or TemporaryTattoosCanada.com's services. Visitor agrees to take full responsibility for all taxes and fees of any nature associated with such products, services, and information.
II. Material, Products, Information and Services:
Visitor will provide TemporaryTattoosCanada.com with material and information that they deem to be the rightful owner of. TemporaryTattoosCanada.com shall not be responsible to validate this information for content, correctness, trademark or patent infringement.
TemporaryTattoosCanada.com will exercise no control whatsoever over the ownership of the information passed from the Visitor. TemporaryTattoosCanada.com will not be responsible for any damages that may be suffered by the Visitor, including loss of profit resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Visitor. In the event that material provided by the Visitor is not their rightful property, TemporaryTattoosCanada.com may, at its option and at any time, reject and delete the order information, including but not limited to after it has been put into TemporaryTattoosCanada.com's production. TemporaryTattoosCanada.com agrees to notify the Visitor of its refusal of the material and afford Visitor the opportunity to amend or modify the design to satisfy the needs and/or requirements of rightful owners wishes. If the Visitor fails to modify the material, as directed by the rightful owner, within a reasonable period of time, which shall be solely determined by TemporaryTattoosCanada.com, the Production Agreement shall be deemed to be terminated.
Use of any information obtained by way of TemporaryTattoosCanada.com is at the Visitor's own risk, and TemporaryTattoosCanada.com specifically denies any responsibility for the accuracy or quality of information obtained through its services or its representatives.
TemporaryTattoosCanada.com reserves the right to change, without notice, its service, including, but not limited to, minimum quantities, hours of operation, pricing, delivery schedules, documentation, ordering procedures, and services offered.
The Visitor certifies that he or she is at least 18 years of age.
IV. Reasonable Use:
The Visitor agrees to limit the amount of contact with TemporaryTattoosCanada.com to reasonable levels to be determined solely by TemporaryTattoosCanada.com. The Visitor shall not use more of TemporaryTattoosCanada.com's resources, phone calls, emails, faxes and deliveries as may be dictated by TemporaryTattoosCanada.com from time to time.
This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice, sent by E-mail, fax, or courier. Visitor is responsible for all fees and charges
incurred for any outstanding production. Prepaid fees shall not be refunded to the Visitor by TemporaryTattoosCanada.com, unless they exceed amounts owing for services and production. Notwithstanding the above, TemporaryTattoosCanada.com may terminate service under this Agreement at any time with immediate effect and without penalty, if the Visitor fails to comply with any of the terms of this Agreement.
VI. Disclaimer of Warranty and Limitation of Liability:
Visitor expressly agrees that use of TemporaryTattoosCanada.com's services is at Visitor's sole risk. Neither TemporaryTattoosCanada.com, its officers, directors, employees, affiliates, agents, third party logistics providers, contractors, merchants, licensors nor the like make any warranty whatsoever whether expressed or implied. They also disclaim any warranty of merchantability or fitness for any particular purpose.
Under no circumstances, including their negligence or gross negligence, shall TemporaryTattoosCanada.com, its officers, directors, employees, affiliates, agents, contractors, third party information providers, merchants licensors or the like be liable for any direct, indirect, incidental, special, consequential or any other type of damages whatsoever. Visitor hereby acknowledges that this paragraph shall also apply to all content on TemporaryTattoosCanada.com's service. Notwithstanding the above, Visitor's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence, gross negligence, putative conduct or otherwise, shall not exceed the aggregate dollar amount which Visitor paid during the Original Term of this Agreement.
VII. Lawful Purpose:
Visitor may only use TemporaryTattoosCanada.com's services for lawful purpose. Submission of any materials in violation of any Federal, State or Local law or regulation is prohibited. This includes, but is not limited to trademark or copyright infringement, material that is, obscene, profane, or material protected by trade secrets of others.
Visitor agrees that it shall defend, indemnify, save and hold TemporaryTattoosCanada.com harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees ("Liabilities") asserted against TemporaryTattoosCanada.com, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Visitor, its agents, employees or assigns. Visitor agrees to defend, indemnify and hold harmless TemporaryTattoosCanada.com against Liabilities arising out of (i) any injury to person or property caused by any products or information sold or otherwise distributed in connection with TemporaryTattoosCanada.com's services; (ii) any material supplied by Visitor infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement, (iv) any improper use of the Visitor's product(s) under any circumstances, and (v) any defective product or service which Visitor sold via TemporaryTattoosCanada.com's services.
If the Visitor fails to comply with any terms of this Agreement, it shall be fully responsible for the cost of labor and any and all other costs (e.g. losses or legal expenses) incurred by TemporaryTattoosCanada.com in order to rectify the damage caused and due to the damage caused by the Visitor or via improper use of the Visitor's account(s).
Visitor is allowed to resell the products manufactured by TemporaryTattoosCanada.com, provided that Visitor's customers acknowledge, to TemporaryTattoosCanada.com's satisfaction, that TemporaryTattoosCanada.com has disclaimed all warranties and is not subject to liability or damages of any kind. Visitor agrees to handle and is responsible for all third-party customers' products, delivery, returns and . TemporaryTattoosCanada.com agrees to Reseller pricing as described in our quotations. Visitor agrees to having the necessary knowledge and skill level for reselling services provided, including providing product support to its customers.
X, Displays and Samples:
Visitor allows TemporaryTattoosCanada.com to display it's work, and retain samples for the sole purpose of generating new business. Samples and displays are for example only and will not be reproduced without the written consent of the original owner (you the Visitor).
The Visitor agrees to be bound by this agreement fully and unconditionally upon ordering TemporaryTattoosCanada.com's services. Ordering of Binkely's services shall act as Visitor's express and full agreement to this Agreement. Furthermore, the Visitor's listed contact certifies full personal agreement to this Agreement by ordering TemporaryTattoosCanada.com's services on behalf of the Visitor.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Agreement are agreed to by both parties upon renewal of services and upon all new account
and feature set-ups for the Visitor by TemporaryTattoosCanada.com.
Non-enforcement of any section of this Agreement does not constitute consent and TemporaryTattoosCanada.com reserves the right to enforce this Agreement at its sole discretion. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining positions shall remain in full force and effect.
This Agreement shall be governed and construed in accordance with the laws of the province of Ontario, CANADA. Both parties agree that any dispute arising out of this Agreement, or any relationship
between the parties, will be resolved only in the Provincial courts in the Province of Ontario, and in no other jurisdiction. Each party submits to personal jurisdiction in the province of Ontario.
XII. Rights assignment.
Project is a work-for-hire and all rights will be assigned to the Buyer after all payments are made in full. If payment in full is not received or a refund is demanded,
Service Provider will retain rights to the work and may market it in order to recover costs.
XIV. Governing Law, Venue and Jurisdiction:
This Agreement shall be governed by the laws of Ontario, Canada, without reference to conflict of laws principles. This Agreement is entered into and to be performed in the province of Ontario,
Canada, and any action or proceeding seeking to enforce any provision of, or based on any right arising out of this Agreement, including, but not limited to Injunctive Relief as set forth in
Paragraph 6.3 below, shall be the courts of the Province of Ontario and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action
or proceeding and waives any objection to venue laid therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. To proceed with your order, acknowledge your full and unconditional acceptance of the terms of this