TERMS AND CONDITIONS
These Terms and Conditions (the "Terms") shall be incorporated into, and become, the entire agreement by and between Midwest Bank (the "Company") and you (and/or the company organization which you may, as a user of this website, represent), the customer (the "Customer"), upon continued use of this website, which shall constitute acceptance of an offer by Customer for services from the Company. Please read the entirety of the Terms mindfully, and do not assume anything. By utilizing Company via internet (this website and/or e-mail), telephone (speaking to someone or via messages), in person, or otherwise, you are agreeing to be bound by the following. Company reserves the right to make, add, delete, or otherwise modify the Terms at any time and in its sole discretion. If you are not willing to abide by any of the statements in these Terms, please refrain from patronizing or contacting the Company in any way and by any means.
- Pricing / Payments
- Claims & Liens
- Copyright Release & Copyrights
- Governing Law; Jurisdiction And Venue
- Limitation of Liability
- Links to Other Sites & Third Party Services
- Personal or Economic Right
- Production Schedules
Company prices are effective for thirty (30) days, unless otherwise agreed upon in writing by the Company; however, prices for separately-charged, third-party materials and services are hereby acknowledged to be outside the control of the Company, and are subject to change at any time. Company will notify Customer of any price changes of which it becomes aware prior to production or shipment. Customer shall be responsible for payment of any and all local, state, and Federal taxes which may be applicable to each order. At the sole discretion of the Company, immediately upon receipt of Customer's order by the Company, either an authorization will be requested from Customer's credit card provider to confirm the availability funds in an amount equal to the grand total of Customer's order, or Customer's credit card will be charged immediately upon receipt of Buyer's order by the Company.
The Customer must make and transmit to the Company in writing any and all claims no later than forty-eight (48) hours after delivery of product(s) from an order. If such a claim is not made within those 48 hours, Company shall understand that the product has been accepted by Customer. By accepting the product, the Customer acknowledges that the Company has satisfied in whole all terms, conditions, and specifications of the order, purchase, and delivery process. Liability of the Company in all claims shall be limited to the sale price paid by Customer at the time of purchase of allegedly defective goods, without additional liability for special or consequential damages. As security for payment of any sum due under the terms of an agreement, Customer hereby grants to the Company a security interest in Customer property, and Company reserves the right to place and hold a lien on all Customer property in Company possession. This right applies even if credit shall have been extended, notes shall have been accepted, trade acceptances shall have been made, or payment shall have been guaranteed. If payment is not made in consideration of goods and/or services received, the Customer shall be liable for all legal and collection costs incurred by the Company in its efforts to recover such payment.
By using any service of the Company, the Customer agrees and acknowledges that the Customer is the legal owner and/or licensee of any and all items Customer may submit, deliver, transmit, or otherwise convey to Company which may be subject to the copyright, trademark, service mark, or intellectual property statutes of the jurisdiction in which the Company primarily operates, and Customer assumes sole responsibility for use of such items in all forms and by all means. The Customer also covenants to release and hold harmless the Company of any legal liability for claims related to intellectual property violation and/or infringement. Following conveyance to the Company, the Customer shall retain legal ownership or remain the licensee of such items.
The Customer warrants that all subject matter to be printed and/or sold is not copyrighted by a third party. The Customer also agrees not to infringe on and to comply with all applicable laws, rules, and regulations applicable to trademarks, patents, trade secrets, the right of privacy, the right of publicity or other legal right of any third party. The customer recognizes that because subject matter does not have to bear a copyright notice, emblem, or seal in order to be protected by copyright law, absence of such notice does not necessarily ensure the Customer of a right to reproduce. The customer further warrants that no copyright notice has been removed from any material used in preparing any subject matter for reproduction or sale. To support these warranties, the customer agrees to indemnify and hold harmless the Company from all liability, damages, and fees which may be assessed or incurred in any legal action connected with copyright infringement involving any item produced or provided hereon.
Upon Customer submission of questions, comments, suggestions, ideas, or other material via any method of communication or conveyance, Customer grants Company permission to use such submissions for marketing or other promotional purposes without compensation or attribution of any kind to Customer at any time. Customer agrees that Company shall have no obligation to keep any submissions confidential, and Customer further waives all rights to claims against Company based on "moral rights" or similar justification which may arise due to Company's use of a Customer submission. This section shall not apply to content appearing solely as part of a product procured as part of a Company service or item for sale.
COMPANY PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY NEITHER REPRESENTS NOR WARRANTS THAT THIS WEBSITE, SERVICE, OR USE THEREOF WILL BE UNINTERRUPTED, WILL BE FREE OF INACCURACIES OR ERRORS, WILL MEET ALL CUSTOMER REQUIREMENTS, OR WILL OPERATE WITHIN THE CONFIGURATION OR BE FULLY COMPATIBLE WITH THE HARDWARE OR SOFTWARE EMPLOYED BY CUSTOMER. COMPANY MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS. COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED OR IMPLIED BEYOND THE SCOPE OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. Company shall not be liable to Customer or to any third party for any consequential, incidental, indirect, punitive, or special damages (including damages relating to lost profits, lost data, or loss of good will) arising out of, relating to, or connected with the use of any Company service or based on any cause of action, even if advised of the possibility of such damages.
Limitation of liability: With the exception of a breach of a party's representations and warranties under these Terms or in connection with the indemnity obligations of the Customer under these Terms, in no event shall the liability of the Company exceed the value of products received or services rendered. The value of products or services are limited to the stated value on this Company website, or as stated by an authorized Company agent, at the time of purchase or documented inquiry by Customer.
The rights and obligations of all parties shall be governed by, and entering into a business transaction with Company shall be construed and enforced in accordance with, the laws of the jurisdiction(s) in which Company primarily operates. The parties hereto consent to such jurisdiction and agree that venue shall lie exclusively within same. Any action or proceeding arising out of or related to this Agreement shall be brought and enforced only in the courts of the jurisdiction(s) in which Company primarily operates. All parties consent to the personal jurisdiction of such courts and waive any claim or argument that venue in any such forum is not convenient.
The Customer agrees to protect Company from economic loss and any other damages which may arise in connection with work requested. Customer shall hold Company harmless, indemnify, and otherwise defend it against claims, demands, actions, and proceedings on any and all grounds. This section shall apply regardless of responsibility for negligence.
Disclaimer of Express Warranties: Company warrants that all products shall be as described in the purchase order or receipt. In the case of print items, Customer understands that work shown in a proof, when approved by Customer, is what will be printed; Customer further acknowledges that there exists a difference in appearance of products on-screen when color is represented, as opposed to appearance of products in person. Company shall not be held liable under any circumstance for problems resulting from files provided by the Customer (this includes, but is not limited to, color-shifting and issues arising from improper file preparations).
If the Customer finds a production error or manufacturing defect in the item(s) received from the Company, such erroneous or defective item(s) will be replaced by the Company at no charge. Original shipping charges are not refundable. ALL CLAIMS MUST BE INITIATED WITHIN 48 HOURS AFTER DELIVERY OF PRODUCT.
In no event shall Company or its suppliers be liable for any indirect, special, consequential, or incidental damages, including, without limitation, lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the use or inability to use this website or any Company product, or damages resulting from the use of or reliance on the information provided in this website, even if Company or its suppliers have been advised on the possibility of such damages.
This website may contain links to websites or any other electronically-delivered content or resources which are not owned by the Company. Customer acknowledges and agrees that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible nor liable for any content, advertising, products or other materials which may appear on or be available from such sites or resources. Customer further agrees that Company shall not be liable to Customer in any way for use of such sites or resources.
The Customer warrants that any item conveyed to the Company for proposed or purchased work does not contain anything which may be construed to be libelous or scandalous, nor anything which may threaten the right to privacy or personal or economic rights of any individual or group. The Customer will, at the Customer's sole expense, promptly and thoroughly defend the Company against any and all legal actions taken against it on these grounds, so long as Company promptly notifies the Customer of any such legal action in its entirety and gives the Customer reasonable time to undertake and conduct a defense. Company reserves the right to use its sole discretion in refusing to print, produce, or offer for sale anything it deems illegal, libelous, scandalous, obscene, or improper.
There shall be no liability by, or penalty imposed upon, the Company for delays in production or fulfillment due to unforeseen acts beyond Company control, including, but not limited to, state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, or acts of God. In such cases, schedules will be extended by an amount of time equal to the delay incurred, or by an amount of time upon which all parties may expressly and equitably agree.
Return requests must be approved by Company prior to returns. If a product is found to be defective by Company, a replacement will be created and shipped. Refunds will proceed as described below in REFUNDS. Please keep in mind that there will be:
- No returns due to late order or shipping provider delays;
- No returns because of a typographical error made in a provided file or approved proof; or
- No returns due to colors not matching what Customer had in mind.
If Customer receives merchandise found to contain errors or defects in production or manufacturing, Customer shall notify Company within forty-eight (48) hours of receipt of such merchandise. If it is determined that Company is at fault, a shipping carrier selected at the sole discretion of the Company will be instructed to pick up the merchandise from the Customer, and a replacement will be delivered to the Customer. Customer shall only be charged for the initial order, and no additional shipping charges will be due when replacement merchandise is shipped. Credits or refunds will be for the amount of the product purchased.
Shipping dates shall be construed as estimates only, and shall be established from the time Company receives a submitted Cutomer order. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY ERRORS MADE BY THE SHIPPING CARRIER, INCLUDING DAMAGES TO THE PRODUCT. COMPANY SHALL NOT BE HELD RESPONSIBLE FOR DELAYS IN SHIPPING DUE TO UNFORESEEN EVENTS OUTSIDE COMPANY CONTROL, INCLUDING, BUT NOT LIMITED TO, INCLEMENT WEATHER OR ACTS OF GOD. Shipments cannot be made to post office boxes; a street address must be provided for every order.
After product has shipped, all shipping carrier terms & conditions shall prevail in the event of lost or delayed parcels. If a Customer deadline must be met for receipt of a shipment, expedited shipping must be selected at the time of order submission, as ground shipments are not guaranteed..
Company offers shipping services invoiced at the respective carrier-published rates.
These Terms shall be binding upon each party herein as well as all successors and permitted assigns, and shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company primarily operates, without reference to conflict of law principles. These Terms shall not be assignable or transferable by Customer without the prior written consent of the Company. These Terms contain the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms shall operate as a waiver of any part hereof, nor shall any single or partial exercise of any right, power, or privilege preclude any further exercise hereof or the exercise of any other such right, power, or privilege. Customer and Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended, expressed, implied, or created by these Terms. The invalidity or unenforceability of any provision of these Terms, as determined by final judgment in a court of law, will not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in full force and effect.