Imprint Engine

Terms of Sale

Last Updated: July 27, 2023

These Terms of Sale form a legal contract between you and Imprint Engine and govern your purchase of goods or services from Imprint Engine. By purchasing products or services from Imprint Engine, accepting a Quote, or by subscribing to an Imprint Engine subscription plan, you are agreeing to be bound by these Terms of Sale. Imprint Engine may update these Terms of Sale from time to time.  We will post updated Terms of Sale on our website.  If you have an active Imprint Engine subscription, we will notify you of updates to these Terms of Sale via the contact information you provided us. By continuing to purchase products or services from Imprint Engine, you agree to any modifications to these Terms of Sale. Your failure to timely comply with these Terms of Sale, may result in immediate suspension or termination of the Services.

The terms “Imprint Engine,” “we,” “our,” and “us” refer to Imprint Engine, Inc. and its affiliated businesses. All references to “Customer”, “you” and “your” in these Terms of Sale mean the person accepting these Terms of Sale as an individual or the legal entity on behalf of which the person accepting these Terms is acting.

1. Customer Contract Manager

You must identify at least one (but may identify more than one) authorized representative for matters pertaining to these Terms of Sale (a “Customer Contract Manager”). You may change a Customer Contract Manager by providing written notice to Imprint Engine. The Customer Contract Manager must respond promptly to Imprint Engine’s communications, including requests for instructions, information, or approvals Imprint Engine deems necessary to provide the Services.

2. Orders for Services

Imprint Engine will provide a quote, estimate, proposal or similar document or communication describing goods and services that you may purchase, along with the associated fees you must pay to purchase (“Quote”). You must accept a Quote according to the instructions provided in the Quote. When you accept a Quote, it becomes an “Order”. Your Order describes the goods and services or subscription you have agreed to purchase (the “Services”). Orders are governed by these Terms of Sale. In the event of a conflict between these Terms of Sale and any Order, these Terms of Sale will control, unless expressly agreed otherwise in writing.

3. Fees and Expenses

Imprint Engine may require new customers to provide a credit card authorization form to be kept on file by Imprint Engine for payment of all invoices unless payment terms are set between Imprint Engine and Customer. Imprint Engine reserves the right to charge a 3% credit card processing fee. Imprint Engine also accepts payment via wire transfer, check, or ACH without fee.

Your Order will include a fee schedule for the Services in that Order. If the Order includes warehouse services, there will be a link to Imprint Engine’s warehouse services fee schedule. As consideration for Imprint Engine performing the Services, you agree to pay Imprint Engine fees in accordance with the relevant Order (“Service Fees”). Customer must pay Imprint Engine for all expenses incurred in providing the Services (“Expenses”).  Customer is solely responsible for any applicable taxes.

If Imprint Engine is acting as the merchant of record on your behalf, Imprint Engine will be responsible for collecting and filing certain applicable taxes related to the sale of merchandise you own.

Imprint Engine will invoice you periodically for all Service Fees and Expenses, taxes and any other costs related to the Services. You must pay invoices within thirty (30) days of the date on the invoice, or as otherwise specified on a particular invoice.

All payments must be made in United States currency or otherwise as directed on your order and invoices. Imprint Engine reserves the right to impose a late payment interest charge up to the maximum allowed by law on any past due balance.  Customer agrees to pay, in addition to the amounts due, all costs including actual attorneys’ fees Imprint Engine reasonably incurs as a result of legal or collection actions related these Terms of Sale, or an Order.

4. Quantity of Goods – Surplus or Shortfall

Imprint Engine is allowed a +/- 5% surplus or shortfall in the quantity of goods delivered to Customer to account for certain operational factors like quality control and spoilage (the “Volume Margin”). Customer must accept delivery of goods from Imprint Engine and Customer is not entitled to object to or reject the goods or any portion of them for surplus or shortfall within Volume Margin, and must pay the amounts set forth in the Order – which will be adjusted pro rata for shortfalls. Imprint Engine reserves the right to, upon notice to Customer, deviate from this as a matter of business judgement determined by cost of product and volume.  If Customer requires delivery of an exact quantity of goods, additional fees will apply. Customer should contact Imprint Engine for more information on delivery of an exact quantity of goods.

5. Returns, Refunds, Rebates

In limited circumstances, and at Imprint Engine’s discretion, Imprint Engine may accept returns or provide refunds. For more information on returns, exchanges, and refunds, please contact Imprint Engine via the contact information provided on your Order.  If you have an Imprint Engine subscription plan, you may be eligible to participate in Imprint Engine’s rebate program.  Your subscription Order will direct you to more information regarding the rebate program.

6. Customer Content

You will retain ownership of your confidential information and intellectual property that you provide to Imprint Engine that is required for Imprint Engine to provide the Services (“Customer Content”).  These Terms of Sale do not transfer ownership rights in Customer Content to Imprint Engine. You do, however, hereby grant Imprint Engine (and its affiliates and vendors) a non-exclusive, worldwide, non-transferable, fully paid-up license to use all Customer Content as Imprint Engine deems necessary to provide the Services.

7. Intellectual Property

Imprint Engine owns and retains sole ownership of all rights, title, and interest in and to its intellectual property, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “ Imprint Engine Intellectual Property “).  Imprint Engine owns and retains sole ownership of all Imprint Engine Intellectual Property in all documents, work product, and other materials that are delivered to Customer or prepared by or on behalf of Imprint Engine in the course of performing the Services, including any items identified as such in the Order (collectively, the “Deliverables“) except for any Confidential Information of Customer or Customer Content. Conditioned on Customer paying Imprint Engine all amounts due according to these Terms of Sale and any Orders, Imprint Engine hereby grants Customer a license to use all Imprint Engine Intellectual Property in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. These Terms of Sale do not transfer ownership rights in Imprint Engine Intellectual Property to you.

8. Confidentiality

Imprint Engine or Customer (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of the Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within three days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of these Terms of Sale; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms of Sale; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms of Sale.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of these Terms of Sale, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

9. Marketing License

You hereby grant Imprint Engine a license to use the Deliverables and Services (including any non-confidential Client Content, and any related non-confidential Intellectual Property Rights), free of charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis for marketing purposes, including to publish and display examples of Imprint Engine’s work (for example on Imprint Engine’s website).

10. Term, Termination, Renewal, and Cancellation

These Terms of Sale apply to your purchase of Services from Imprint Engine and are effective upon your Order. If you purchase a subscription plan, your initial subscription term will be specified in your Order, and unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year. Your subscription may be subject to additional terms regarding cancellation, in which case those terms will be included in your Order.

Unless otherwise specified in your order, to prevent renewal of your subscription plan, you or Imprint Engine must give written notice of non-renewal to the other party at least 60 days prior to the end of the current term.  If the cost of your subscription will increase upon automatic renewal, Imprint Engine will notify you prior to the 60-day non-renewal notice deadline.

Imprint Engine party may terminate these Terms of Sale for cause, as to any or all subscription services: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate these Terms of Sale for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

These Terms of Sale may not otherwise be terminated prior to the end of a subscription term.

11. Suspension

We may suspend your access to any Services without notice for using the Services in a way that violates applicable local, state, federal, or foreign laws or regulations, or that breaches these Terms of Sale or your Order, including non-payment.

We may, without notice, review and delete your data or information that we determine in good faith violates these Terms of Sale, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your data or information. You will continue to be subject to these Terms of Sale for as long as you have access to an Imprint Engine subscription plan or pending Order.

Upon termination or expiration of these Terms of Sale, you will stop all use of the Services and Imprint Engine Intellectual Property. If we terminate these Terms of Sale for cause, you will promptly pay all unpaid Service Fees or other fees due through the end of the full subscription term. Service Fees are otherwise non-refundable.

12. Survival

The rights and obligations of the parties set forth in sections ‘Fees and Expenses’, ‘Returns, Refunds, Rebates’, ‘Customer Content’, ‘Intellectual Property’, ‘Confidentiality’, ‘Term, Termination, Renewal, and Cancellation’, ‘Suspension’, ‘Non-Solicitation’, ‘Relationship of the Parties’, ‘Indemnification’, ‘Limitation of Liability’, ‘Limited Warranty’, ‘Disclaimer of Warranties’, ‘Remedies’ , and ‘Choice of Law’ and any right or obligation of the parties in these Terms of Sale which, by its nature, should survive termination or expiration of these Terms of Sale, will survive any such termination or expiration of these Terms of Sale, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in hereof will survive such termination or expiration of these Terms of Sale until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or its Affiliates or its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, or financial advisors.

13. Non-Solicitation

You acknowledge that you will be in a position of trust and confidence with Imprint Engine and will have access to and use of Imprint Engine Confidential Information, including but not limited to the identities, skills and responsibilities of Imprint Engine’s employees and the contacts at and business practices of Imprint Engine’s clients, customers, and suppliers, all of which Imprint Engine deems to be its Confidential Information.

You agree that while these Terms of Sale are in effective, and for a period of one (1) year following any termination hereof: You will not, directly or indirectly (i) induce or attempt to induce any of Imprint Engine’s employees to terminate their employment with Imprint Engine, (ii) interfere with the relationship between Imprint Engine and any of its employees, or (iii) induce or attempt to induce any customer, supplier, licensee, client, vendor, consultant, or business relation of Imprint Engine to cease doing business with Imprint Engine, or interfere with the relationship between such party and Imprint Engine.

14. Relationship of the Parties

Imprint Engine provides the Services as an independent contractor.  Imprint Engine will control the conditions, time, details, and means by which Imprint Engine performs the Services. You and Imprint Engine agree that no joint venture, partnership, employment, or agency relationship exists between us.

15. Indemnification

Customer agrees to and hereby does indemnify, defend, and hold harmless Imprint Engine and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (each an “Imprint Engine Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including actual attorneys’ fees reasonably incurred, and the cost of pursuing any insurance providers, incurred by any Imprint Engine Indemnified Party in the process of enforcing any right to indemnification under these Terms of Sale relating to (a) any claim of a third party arising out of or occurring in connection with negligence or willful misconduct by Customer or its employees or agents, or (b) a breach or alleged breach by Customer of any obligation, representation, or warranty contained in these Terms of Sale. Customer must not enter into any settlement without Imprint Engine’s or Imprint Engine Indemnified Party’s prior written consent.

16. Limitation of Liability

In no event will Imprint Engine be liable for indirect, willful, punitive, incidental, exemplary, special, or consequential damages for loss of business profits, or damages for your, or any third party’s, loss of business related to these Terms of Sale, an Order, or the Services, or loss or inaccuracy of data of any kind, whether based on contract, tort, or any other legal theory, even if Imprint Engine has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. In no event must Imprint Engine’s total cumulative liability of each and every kind under these Terms of Sale exceed the total amount paid to Imprint Engine for Services performed pursuant to the applicable Order from which Imprint Engine’s liability arises. The foregoing limitation of liability and exclusion of certain damages must apply regardless of the success or effectiveness of other remedies.

17. Limited Warranty

Imprint Engine will provide the Services (i) subject to the conditions set forth in the respective Order and these Terms of Sale; (ii) in a timely, workmanlike, and professional manner; and (iii) in accordance with generally accepted industry standards.

18. Disclaimer of Warranties

EXCEPT AS SET FORTH IN THE ‘LIMITED WARRANTY’ SECTION, IMPRINT ENGINE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE DELIVERABLES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

19. Remedies

All rights and remedies provided in these Terms of Sale are cumulative and not exclusive, and Imprint Engine exercising any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between you and Imprint Engine, or otherwise.

20. Compliance with Law

You represent and warrant that you are, and will remain, in compliance with all applicable state, federal, and local laws, regulations, and ordinances. You represent and warrant that you have and will maintain in effect all the licenses, permissions, authorizations, consents, and permits that you need to carry out your obligations under these Terms of Sale. You must notify Imprint Engine immediately if you become the subject of a government audit or investigation.

21. Electronic Communications

When you send information to us via email or other electronic messaging, you consent to our review and analysis of such messages and you consent to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications are never completely private or secure. You understand and acknowledge that anything you send electronically to Imprint Engine may be read or intercepted by others. Communicating with Imprint Engine electronically does not cause Imprint Engine to have any special responsibility or obligation to you. Electronic communications from Imprint Engine to you, including any commercial marketing and non-marketing autodialed and prerecorded calls, text messages, and faxes are governed by the Imprint Engine Privacy Policy and these Terms of Sale.

22. Data Security

We maintain technical and organizational security measures designed to help protect your personal information from unauthorized access, disclosure, alteration, or destruction. Unfortunately, no data transmission or storage system is 100% secure or error free, and we cannot guarantee the security of the information we collect.

23. Entire Agreement

These Terms of Sale, including and together with any related Order(s) constitutes the sole and entire agreement between Imprint Engine and you with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

24. Contact Us

If you have any questions about these Terms of Sale or would like to report a violation of these Terms of Sale or other Imprint Engine policies, please contact us as follows:

Imprint Engine, Inc.
Attention: Customer Service
4001 Lake Breeze Avenue N.,
Suite 400,
Brooklyn Center, MN 55429
support@imprintengine.com 

25. Severability

If any term or provision of these Terms of Sale is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.

26. Modification

Imprint Engine may modify these Terms of Sale by posting a revised version at https://www.imprintengine.com/legal/t-o-s/.  The revised version will become effective and binding the next business day after it is posted. We will provide you notice of modification to the email contact information you have provided to Imprint Engine.

If you do not agree with a modification to these Terms of Sale, you must notify us via email addressed to legal@imprintengine.com within thirty (30) days after we send notice of modification. If you give us this notice, then your subscription will continue to be governed by the Terms of Sale prior to modification until your next renewal date, after which the current Terms of Sale at https://www.imprintengine.com/legal/t-o-s/ will apply.  However, if we can no longer reasonably provide the subscription to you under the prior Terms of Sale (for example, if the modifications are required by law or result from general product changes), then your subscription will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the subscription service after termination in accordance with these Terms of Sale.

27. Waiver

To be effective, a waiver by any party of any of the provisions of these Terms of Sale must be explicitly set forth in writing and signed by the waiving party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

28. Assignment

You may not assign any of your rights or obligations under these Terms of Sale without Imprint Engine’s prior written consent. Imprint Engine may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Imprint Engine’s assets without your consent.

29. No Third-Party Beneficiaries

These Terms of Sale solely benefit the parties and their respective successors and permitted assigns and nothing in these Terms of Sale, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Sale.

30. Choice of Law

These Terms of Sale are governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota. The venue for any dispute arising out of or related to these Terms of Sale must be the state or federal courts of the State of Minnesota. Both you and Imprint Engine expressly consent to the personal jurisdiction of the state and federal courts of the State of Minnesota.

31. Records

For a period of three (3) years, Customer must maintain complete and accurate records relating to Customer’s order, receipt, and use of the Services and any records related to these Terms of Sale. Upon Imprint Engine’s written request, Customer must provide copies of such records relevant to the provision of the Services.