Terms of Sale

CMYK, LLC
(d/b/a Billy’s Badges or Lloyd’s Labels)
Last Updated: August 1, 2023

 

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS OF SALE REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.  SEE SECTION 18, BELOW.

BY PLACING AN ORDER FOR PRODUCTS FROM THE SERVICES (DEFINED BELOW), YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE SERVICES IF YOU (a) DO NOT AGREE TO THESE TERMS, INCLUDING, WITHOUT LIMITATION, THE USE OF ARBITRATION TO RESOLVE DISPUTES (SEE SECTION 18, BELOW); (b) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH US; OR (c) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES OR ANY OF THE SERVICES’ CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These Terms of Sale (these “Terms of Sale”) apply to the purchase and sale of products through our website available at Billy's Badges (the “Website”) and mobile access to the Website or any mobile application owned or provided by the Company (the “Mobile Application”, together with the Website, the “Services”) or through a manner otherwise accepted by us in writing.

These Terms of Sale are subject to change by CMYK, LLC d/b/a Billy’s Badges or Lloyd’s Labels (referred to as the “Company”, “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms of Sale will be in effect as of the “Last Updated Date” referenced on the Services. You should review these Terms of Sale prior to purchasing any products that are available through this Services. Your continued use of this Services after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms of Sale are an integral part of the Terms of Use (the “Terms of Use”) that apply generally to the use of our Services, these Terms of Sale are subject our Terms of Use, and our Terms of Use apply to the Terms of Sale. You should also carefully review our Privacy Policy before placing an order for products or services through this Services (see Section 12, below).

2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms of Sale, all products listed in your order or we will not be obligated to sell the products to you.  All orders by you must be accepted by the Company in a written Order Confirmation.  An “Order Confirmation” may take the form of an email, a confirmation generated by or through the Services or other written confirmation by us.  We may choose not to accept any order at our sole discretion, even after we send you a written confirmation (whether by email, by or through the Services or otherwise) with your order number and details of the items you have ordered.

(a) All prices, discounts, and promotions posted on the Services are subject to change without notice. The price charged for a product or service will be the price advertised on this Services at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order Confirmation. Price increases (other than adjustments or additional prices or charges under these Terms of Sale) will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. 

(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. All payments must be made by credit card though our Shopify store, unless otherwise agreed by us in writing.  You represent and warrant that (i) the credit card information you supply is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Services at the time of your order. 

5. Shopify; Payment Processing.  Our store is hosted on Shopify Inc. (“Shopify”).   Shopify provides us with the online e-commerce platform that allows us to sell our products to you.   As such, in addition to our Terms of Use and Privacy Policy, our Website and Mobile Application are subject to Shopify’s Terms of Service available at https://www.shopify.com/legal/terms and Shopify’s Privacy Policy available at https://www.shopify.com/legal/privacy.  Your data is stored through Shopify’s data storage, databases and the general Shopify application. Shopify stores your data on a secure server behind a firewall.   If you choose a direct payment gateway to complete your purchase, then Shopify stores your credit card data. It is encrypted through the Payment Card Industry Data Security Standard (PCI-DSS). Your purchase transaction data is stored only as long as is necessary to complete your purchase transaction. After that is complete, your purchase transaction information is deleted.   All direct payment gateways adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of several major credit card and payment companies or brands. PCI-DSS requirements help ensure the secure handling of credit card information by our store and its service providers. For more insight, you may also want to read Shopify’s Terms of Service available at https://www.shopify.com/legal/terms) or Shopify’s Privacy Policy available at https://www.shopify.com/legal/privacy.

6. Artwork, Images and Graphics.

(a) Uploading Artwork, Images or Graphics.  You will upload the artwork, images or graphics you wish to have printed on the applicable product via the Services in accordance with, and as enabled and permitted by, the Services.  If we accept your order, we will send you a proof of applicable artwork, images or graphics by e-mail or other method determined by us.

(b) Proofs.  We will not be obligated to print any artwork, images or graphics, including on or in any product, unless and until you have approved the proof in writing in a manner otherwise acceptable to the Company.  Any press time lost or alterations or corrections made because of your delay or change of mind will be charged at our current rates.

(c) Alterations and Corrections.  Your alterations include all work performed by us in addition to the original artwork, images or graphics uploaded by you to the Services or other original specifications.  All such work will be charged at our current rates.

(d) Right to Reject Artwork, Images or Graphics.  We reserve right, in our sole discretion, not to print or to refuse to print any artwork, image or graphic uploaded by you for no reason, or for any reason, including because the artwork, image or graphics does not meet the content standards set out in our Terms of Use.  We are not liable for any refusal by us to print any artwork, image or graphic.

(e) Color Proofing.  Because of differences in ink, equipment, paper, or other conditions between color proofing and printing and production pressroom operations, a reasonable variation between color proofs and the completed job is to be expected.  When a variation of this kind occurs, it will be considered acceptable performance, and we will not be liable to you for or in connection with any such variation.

7. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the products to you. Please check the Services for specific delivery options.  You will pay all shipping and handling charges unless otherwise specified in the Order Confirmation. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

(b) Title and risk of loss pass to you upon the earlier of (i) our identification of the materials to be incorporated into the products to you and (ii) our identification of the products to you.

8. Returns.

(a) All products under an Order Confirmation are special order made specifically for you.  All products are non-returnable unless their return is authorized by us, including pursuant to Section 9 below (Limited Warranty). 

(b) Without limiting the foregoing, we may, at our sole discretion, accept non-custom products for return subject to a restocking charge.  In such case, you will be responsible for all shipping and handling charges on returned items, and will bear the risk of loss during shipment. Refunds (taking into account our restocking charge) for such authorized returns will processed within approximately 7-10 business days of our receipt of your returned products, and, unless otherwise determined by us (in our sole discretion),  your refund will be credited back to the same payment method used to make the original purchase on the Services.

9. Limited Warranty.

(a) We warrant to you that for a period of 7 days from the date of shipment (“Warranty Period”), (i) the products will materially conform to our published specifications in effect as of the earlier of the (A) the date of assembly of the product and (B) the date of shipment of the product, and (ii) if a product contains printing by us, such printing will be reasonably similar to the proof approved by you pursuant to Section 6(b) (subject at all times to Section 6(e)).

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. Third Party Products are not covered by the warranty in Section 9(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(d) We shall not be liable for a breach of the warranties set forth in Section 9(a) unless: (i) you give written notice of the defective products or services, as the case may be, reasonably described, to us within 2 days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 9(a) to examine such products and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the products are defective.

(e) We shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i) you make any further use of such products after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products; or (iii) you alter or repair such products without our prior written consent.

(f) Subject to Section 9(d) and Section 9(e) above, with respect to any such products during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such products (or the defective part) or (ii) credit or refund the amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us.

(g) THE REMEDIES SET FORTH IN SECTION 9(f) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 9(a).

10. Limitation of Liability.

(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SERVICES.

11. Ownership and Trademarks.

(a) Your Ownership of the Customer Artwork.  You or your licensors will own the Intellectual Property Rights in, to or incorporated in any and all artwork, images or graphics provided by you to us (including, without limitation, by upload to the Services) (“Customer Artwork”) and printed on or incorporated into any products.

“Intellectual Property Rights” means any and all rights arising in the US or any other jurisdiction throughout the world in and to patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade dress, trade names, logos, designs, concepts, fonts, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, copyrights and works of authorship (whether copyrightable or not), including computer programs, and rights in data and databases, and any and all other intellectual property rights.

(b) Our Ownership of Our Intellection Property Rights in the Products and Our Artwork and Graphics. We will exclusively own any and all Intellectual Property Rights in and to our products and any artwork, images or graphics printed on or incorporated into any products that is not Customer Artwork.

(c) Consents and Authorizations.  You authorize (i) us and grant us a license to use any and all any and all names, addresses, personal information, image, likeness, other information, or information that can be used to identify, locate, or contact an individual, alone or when combined with other personal or identifying information (“Personal Information”), and any and all Intellectual Property Rights in, to, or incorporated in any and all Customer Artwork for or in connection with and pursuant to the Order Confirmation, the Terms of Sale, our Terms of use, our printing of such Personal Information or Customer Artwork on or in connection with the products and (ii) all users of the products to use such Personal Information or Customer Artwork in connection with their use of the products.  You shall obtain all required authorizations and consents from all owners and licensors of any and all Personal Information and any and all Intellectual Property Rights in all Customer Artwork for the Company to fully and without restriction use such Personal Information or Customer Artwork in connection with and pursuant the Order Confirmation, these Terms of Sale, our printing of such Personal Information or Customer Artwork, on or in connection with the products, the sale of our products to you, and for you to fully and without restriction use such Personal Information or Customer Artwork in connection with your or any user’s use of our products, and you hereby represent and warrant that that you have the authority to grant such authorization or license, and that you have obtained all such authorizations and consents, and secured all such rights in favor the Company and such other users of the product.

(d) Trademarks.  Without limiting Section 11(b), the terms “CMYK”,  “Billy’s Badges”, “Lloyd’s Labels”, “Expo Pass” and “Linkroom”, and the CMYK,  Billy’s Badges, Lloyd’s Labels, Expo Pass and Linkroom logos and all related names, logos, product and service names, designs and slogans are the exclusively owned by  the Company, or its affiliates, Expo Inc., Expo Pass, LLC, or Linkroom LLC.  You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Products are the trademarks of their respective owners.

12.  Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products through the Services.

13. Indemnification.  Without limiting any indemnification obligation under our Terms of use, you will indemnify and hold harmless the Company, its affiliates, and their respective directors, managers, managing members, owners, officers employees, agents, successors and assigns from all claims, damages or liability of any kind arising from: (i) any claims by any third party for violations of privacy or publicity rights or intellectual property claims, or (ii) any breach of this Sale Agreement.

14. For Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Services for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

15. Force Majeure.

(a) Except for your payment obligations under these Terms of Sale, no party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Sale Agreement, for any failure or delay in fulfilling or performing any term of this Sale Agreement (except for any of your obligations  to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Sale Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) pandemics, epidemics, or national or regional health crisis; and; other events beyond the reasonable control of the Impacted Party.  Notwithstanding anything to the contrary in these Terms of Sale (including, without limitation, the immediately preceding sentence), Force Majeure Event does not include the cancellation, postponement, rescheduling or other change of the date or time of a convention, conference, expo or other event for or with respect to which products are intended to be used, regardless of the reason for or circumstances behind such cancellation, postponement, rescheduling or other change of the date or time of such event.

(b) The Impacted Party shall give notice within 2 business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 7 days following written notice given by it under this Section 16, either party may thereafter terminate this Sale Agreement upon 5 days’ written notice.

16. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.

17. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Section 25 (Arbitration Agreement, Class Waiver; Waiver of Trial by Jury) of our Terms of Use available at Terms of Use is hereby incorporated into these Terms of Sale, mutatis mutandis.

18. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section 19 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.

19. No Waivers. The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

20. No Third-Party Beneficiaries. These Terms of Sale do not and are not intended to confer any rights or remedies upon any person or entity other than you.

21. Notices.

(a) To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the e-mail address you provide or (ii) posting to the Services. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.

(b) To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by overnight courier or registered or certified mail to CMYK, LLC, 1395 W. Jeffrey Dr., Addison, IL 60101, Attn: Customer Servicers Department; or (ii) by e-mail to support@cmyk.ink. We may update the facsimile number or address for notices to us by posting a notice on the Services. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

22. Severability. If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.

 

*   *   *   *   *

4888-8457-9186, v. 6