Shirtshouse Terms and Conditions
Last Revised Oct 4, 2016
If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. Shirtshouse is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
Shirtshouse reserves the right, from time to time, in its sole discretion, to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the Site or these TAC, in whole or in part, at any time without further notice. For changes to these TAC that we deem material, we will place a notice on www.shirtshouse.com by revising the link on the homepage to read substantially as Updated Terms and Conditions for an amount of time that we determine in our discretion. The most current version of these TAC will be available on www.shirtshouse.com and will supersede all previous versions of these TAC.
Certain parts or features of the Site may require registration/creation of an account or may otherwise ask you to provide information to participate in certain features or to access certain content. The decision to provide this information is purely voluntary and optional; however, if you elect not to provide such information, you may not be able to access certain content or participate in certain parts or features of the Site. You agree that you will not provide any false personal information to the Site, or create an account for anyone other than yourself or your company without their permission. You will also not create more than one personal profile, and if you select a username for your account, we reserve the right to remove or reclaim it if we believe in our sole discretion that is necessary or appropriate (such as if a trademark owner complains about a username). If you register with the Site, you are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access the password protected portion of the Site. You accept responsibility for all activities that occur under your account, email or password, if any, and agree you will not sell, transfer or assign your membership or any membership rights. Shirtshouse may, in its sole discretion, and at any time, with or without notice, terminate your password and membership, for any reason or no reason at all. If we disable your account, you agree that you will not create another one without our permission.
2. Use of the Site. Provided you comply with the terms of this Agreement, you may access, use the Site and the materials thereon (“Content”) for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. Shirtshouse grants you a limited, revocable, nonexclusive right to use the services provided through or on the Site, including but not limited to the Design Studio, Catalogue, Quickquote, Design Ideas as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content is allowed. These limited rights are granted to you as long as you:
You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:
You may not interfere with the Site or any other user’s use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any third party’s experience of the Site.
Shirtshouse may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
’The Site and all of the Content it contains, or may in the future contain, including but not limited to text, video, pictures, graphics, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property (collectively, the “Material”) that relates to the Site are owned by or licensed by Shirtshouse or other third parties and are protected from any unauthorized use, copying and dissemination by copyright, trademark and other intellectual property and non-intellectual property laws and by international treaties. Except as expressly permitted in writing by Shirtshouse, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute or exploit, in whole or in part, any of the Material. Nothing contained in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written consent of Shirtshouse or such third party that may own the Material or intellectual property displayed on the Site. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement will violate this Agreement and may infringe upon our rights or the rights of the third party that owns the affected Material. You agree to report any violation of this Agreement by others that you become aware of. You are advised that Shirtshouse will aggressively enforce its rights to the fullest extent of the law. Shirtshouse may add, change, discontinue, remove or suspend the display of or access to any of the Material at any time, without notice and without liability.
Shirtshouse is pleased to hear from its visitors and welcomes your comments regarding Shirtshouse products and services. Without limiting the generality of the foregoing, if you send or post a submission or if you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”) despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on the part of Shirtshouse, and Shirtshouse shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by Shirtshouse without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas. Shirtshouse shall have and is hereby irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, exploit, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit. By submitting a Submission to the Site or Shirtshouse, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. Submissions to the Site and/or Shirtshouse will not be acknowledged or returned. You agree and understand that Shirtshouse is not obligated to use any Submission you make to the Site or Shirtshouse and you have no right to compel such use. You hereby acknowledge and agree that your relationship with Shirtshouse is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to Shirtshouse does not place Shirtshouse in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that Shirtshouse has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by Shirtshouse’s own employees. Many ideas or stories may be competitive with, similar or identical to your Submission in structure, purpose, function, theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of Shirtshouse ‘s use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of Shirtshouse’s actual or alleged exploitation or use of any material you submit to the Site and/or Shirtshouse, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the exploitation or other use of any Shirtshouse product or service based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
4. Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. Shirtshouse does not collect personally identifiable information from any person Shirtshouse knows to be under 18.
5. Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute Shirtshouse endorsement of any third party, its site, or its goods or services. Shirtshouse shall not be responsible for and hereby disclaims liability for any injury or damages you may experience by using third party materials. You may not create links to the Site that portray Shirtshouse in a false or misleading light. You may not use framing or similar techniques to enclose any portion of the Site. Such third party sites are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the content or performance of any third party site accessed through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the applicable third party site. If you decide to leave the Site and access a third party site, you do so at your own risk and you should be aware that our terms and policies no longer govern.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
7. Design Studio. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING THIS SECTION 8, SHIRTSHOUSE WILL NOT ALLOW YOU TO USE THE DESIGN STUDIO.
All uses of the Design Studio must comply with all applicable local, state, national and international laws, rules and regulations. Software, templates and features appearing in or on the Design Studio are offered as a courtesy only and are used at your own risk. Shirtshouse will not be responsible for any real, potential or perceived loss of business due to the Design Studio or Site being unavailable for any reason including programming errors, maintenance, or any other unforeseen incidents. If we determine that you have used the Design Studio in a way that is prohibited, we may restrict or discontinue your access and use of the Design Studio. Shirtshouse reserves the right to make judgments about whether or not uses are appropriate in its sole discretion. Shirtshouse reserves the right to reject a purchase after evaluation of said purchase; however with full refund to the customer.
Copying, distributing, transmitting, displaying, modifying, selling, or participating in the sale of, or otherwise exploiting or using any part of the Design Studio in any form or by any means other than what is expressly permitted here is prohibited. You agree not modify, change or interfere with any of the software contained within or related to the Design Studio or to circumvent, disable or otherwise interfere with any features, including security-related features, of this Site or the services found at this Site.
By using the Design Studio, you represent and warrant that you have the right to all copyrights, trademarks, and other third party materials appearing anywhere on materials that you create. You may not alter or obscure any copyrighted material, trademark, logo or other intellectual property belong to any Branded or Private Label products appearing on the Site. You may not use another companys logo, trademark or other copyrighted material, including but not limited to visual representations, icons, graphics, service marks, altered marks, obvious name variations, phonetic equivalents, foreign language equivalents, takeoffs, and abbreviations without their permission. You are expected to conduct proper research to ensure that the items posted to your custom website are in compliance with all local, state, national, and international laws.
Services provided by Shirtshouse, Shirtshouse.com and the Design Studio may change from time to time. Shirtshouse reserves the right to change any and all services provided and to make changes to its systems, including but not limited to changes to system hardware, software and access and use procedures without
8. Jurisdictional Issues. Shirtshouse operates the Site in the United States. Shirtshouse makes no representation that the Materials, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. If you access the Site from locations outside of the U.S. you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is controlled and operated by Shirtshouse from its offices within the State of NEW JERSEY, United States. Shirtshouse makes no representation that materials in the Site are appropriate or available for use in other locations. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any countries that are subject to U.S. export restrictions; or (ii) to anyone on the U.S. Treasury Departments list of Specially Designated Nationals or the U.S. Commerce Departments Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9. Disclaimers and Liability Limitations. The Site may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons. Shirtshouse assumes no responsibility for any delays, interruptions, errors, defects, omissions, or deletions, related to the communications line failure, operation or transmission, or alteration of, or theft or destruction or unauthorized access to, user communications. Shirtshouse is not responsible for any technical or non-technical malfunction or other problems of any hosting services, computer systems, servers or providers, telephone networks or telephone services, computer or mobile phone equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or in connection with the Site, including injury or damage to a users or to any other persons computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with Shirtshouse.
THE SITE AND THE MATERIALS ARE PROVIDED AS IS WITH ALL FAULTS AND AS AVAILABLE AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHIRTSHOUSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SHIRTSHOUSE DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR THE MATERIALS DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. SHIRTSHOUSE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR THE THE MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SHIRTSHOUSE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
YOU AGREE THAT SHIRTSHOUSE AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE RELEASED PARTIES) ARE NOT LIABLE TO YOU OR ANY THIRD PERSON FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THE SITE, THE MATERIAL, THE FORUMS, ANY TRANSACTIONS IN THE SHIRTSHOUSE SHOP, ANY LISTING OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SITE, EVEN IF THE SHIRTSHOUSE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE (COLLECTIVELY, THE RELEASED MATTERS). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SHIRTSHOUSE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1000. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, AND/OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MIGHT NOT APPLY TO YOU.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to the Released Matters. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by this Agreement to release fully, finally and forever all Released Matters under this Agreement. In furtherance of such intention, the releases set forth in this Agreement shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.
SHIRTSHOUSE makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Site and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by SHIRTSHOUSE.
The Internet may be subject to breaches of security. SHIRTSHOUSE is not responsible for any resulting damage to any users computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before submitting any information to anyone over the internet. SHIRTSHOUSE makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Site.
BY USING THE SITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THIS AGREEMENT OF USE OR ANY LAW; YOUR USE OF THIS SITE AND/OR THE MATERIAL IN VIOLATION OF THIS AGREEMENT; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR SHIRTSHOUSE USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN SHIRTSHOUSE DEFENSE OF ANY CLAIM. SHIRTSHOUSE RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF SHIRTSHOUSE.
11. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site and Software, and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content or obtained from this Site, as well as all copies of any Content. SHIRTSHOUSE may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
12. Applicable Law and Dispute Resolution. This Agreement shall be governed and construed in accordance with the laws of the State of NEW JERSEY applicable to contracts entered into and fully performed in NEW JERSEY (without regard to its conflicts of law principles that would cause the application of any other jurisdictions laws) With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of NEW JERSEY, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of NEW JERSEY.
By using the Site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the officers, directors and employees of Shirtshouse and its parent, subsidiaries, affiliates (all such individuals and entities collectively referred to herein as the SHIRTSHOUSE Entities) arising out of, relating to, or connected in any way with the website or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration by the lawyers who represent SHIRTSHOUSE; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (FAA), 9 U.S.C. 1-16; (3) the arbitration shall be held in BERGEN County, NEW JERSEY; (4) the arbitrators decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply NEW JERSEY law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Shirtshouse Entitys individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Shirtshouse Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any shirtshouse Entity exceed $125 USD, and you are unable to pay any fees and deposits that exceed this amount, shirtshouse agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, shirtshouse will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor shirtshouse shall be entitled to arbitrate their dispute.
13. Ordering Terms & Conditions
Orders for Shirtshouse goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Shirtshouse “”to you and/or the company you are authorized to represent (“you”). Shirtshouse’s performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Shirtshouse.
14. General Terms & Conditions of Sale
Orders for Shirtshouse goods (the Goods) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Shirtshouse to you and/or the company you are authorized to represent (you). Shirtshouse performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Shirtshouse.
(i). Warranties, Disclaimer, Limitations on Liability. Shirtshouse warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by Shirtshouse.
You must provide Shirtshouse with written notice of any warranty claims no later than 72 hours after receipt of the applicable order of Goods. Failure to provide written notice within such 72 hour period shall void Shirtshouse warranties in their entirety. As Shirtshouse sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Shirtshouse shall, upon written notice from you, either (at Shirtshouse option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to Shirtshouse, and all risk of loss or damage during shipment shall be borne by you. Shirtshouse will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within Shirtshouse control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANYS OR ITS CUSTOMERS NEEDS, AND SHIRTSHOUSE MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY SHIRTSHOUSE. SHIRTSHOUSE EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL SHIRTSHOUSE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF SHIRTSHOUSE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SHIRTSHOUSE. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Shirtshouse liability for damages claimed by you with respect to the Goods shall not exceed fees received by Shirtshouse from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Shirtshouse liability for damages claimed by third parties with respect to the Goods, as between Shirtshouse and you shall not exceed fees paid to Shirtshouse hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to Shirtshouse), may be brought by either party more than one (1) year after the date of the alleged breach. Shirtshouse shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Shirtshouse control.
You hereby release and shall defend and hold Shirtshouse and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys fees) related to third party actions (a) in which it is determined that Shirtshouse is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
(ii) General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for Shirtshouse, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of Shirtshouse or to pledge the credit of Shirtshouse. Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of Shirtshouse, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void.
16. Miscellaneous. This Agreement constitutes the entire agreement between you and Shirtshouse regarding access to and use of the Site and governs your use of any Content or Design Tools, superseding and entirely replacing prior agreements (if any) between you and Shirtshouse therefor. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Shirtshouse’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. Shirtshouse will not be responsible for failures to fulfill any obligations due to causes beyond its control. Shirtshouse obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to Shirtshouse for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party.
YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT SHIRTSHOUSE MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. SHIRTSHOUSE COULD NOT PROVIDE THE SHIRTSHOUSE PROPERTIES, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING “BUT FOR” YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.