Introduction

These Terms and Conditions are made a part of and incorporated into the Printing Order Form between Client (named in the Printing Order Form) and JJGARRETT HOLDINGS LLC, a Texas limited liability company d/b/a Community Impact Printing ("CIP"). The Printing Order Form together with these Terms and Conditions and any other instruments, terms, or conditions incorporated herein, is referred to herein as this "Agreement."

Section 1: Orders and Cancellations

1. Cancellation or Modification by Client

Unless otherwise specified in the Printing Order Form, any cancellations or modifications by Client of all or any portion of the products and services specified in the Printing Order Form (the "Products and Services") must be in writing and must be delivered to CIP at CIP's office address not later than 10 days prior to the date on which CIP is scheduled to begin setup for the production of any printed materials for Client (such date, the "Start Date"). In the event that Client requests any modification or cancellation after the Start Date, Client shall pay to CIP the full amount set forth in the Printing Order Form, plus any excess amounts determined by CIP to be owed for any modifications or changes to the Products and Services requested by Client in the Printing Order Form. Client acknowledges and agrees that the amounts to be charged for the Products and Services to be provided, including any modifications or changes to the Products and Services, will be adjusted for the difference in price related to any authorized changes to product frequency, size, or lead time.

2. Cancellation by CIP

CIP reserves the right at its absolute discretion, and at any time, to cancel any print order, advertising order, or reject any print or advertising copy, whether or not the same has already been acknowledged and/or previously published/printed; provided, however, that CIP shall refund to Client any amount paid to CIP with regard to the cancelled order.

3. Sales Final

All sales are final, and CIP shall have no obligation to refund any amounts to Client except as expressly set forth herein.

Section 2: Payment and Pricing

4. Payment

Unless otherwise specified in the Printing Order Form, Client shall pay the amounts to be paid for the Products and Services as reflected in the Printing Order Form at the time of execution of this Agreement by Client. All payments, and payment amounts reflected herein, shall be in United States Dollars. If Client provides CIP with credit card or other electronic payment information, Client hereby authorizes CIP to charge or otherwise utilize and obtain payment of any and all amounts owed to CIP pursuant to this Agreement using any such information. CIP will not, and shall not be obligated to, provide any Products and Services until CIP has received payment in full for all such Products and Services. If more than one party is the Client, then all Client parties shall be jointly and severally liable for any and all amounts owed to CIP. Delinquent accounts are subject to collection actions and Client assumes responsibility for collection and attorney fees. CIP shall be compensated by Client for all work undertaken by CIP on behalf of Client at Client's request, whether experimentally or otherwise. If no charge is set forth in the Printing Order Form for any work undertaken by CIP at Client's request, the charge shall be an amount equal to CIP's customary charge for such requested work, which may be based on cost of materials plus markup, man-hours, equipment operating costs, or other similar bases.

5. Pricing

Client acknowledges and agrees that the price for the Products and Services is based primarily on the total quantity and type of Products and Services, and not on specific postal routes or delivery parameters. Client will be invoiced for changes that result in significant differences to delivery quantities. Route quantities are subject to change due to routine Post Office updates. Minor increases or decreases (-3% / +1%) will not affect price; more significant changes to route quantities may require a change to the distribution plan, in which case Client will be contacted with all available options. All mailing delivery dates are estimates, not guarantees and CIP makes no guarantee, representation, or warranty regarding the time of delivery. CIP's responsibility is limited to preparing and printing the ordered Products and Services, and delivering the Products to the U.S. Postal Service ("USPS") Sectional Facility located in CIP's facility. CIP's responsibility for the Products terminates, and title to the Products transfers to Client, when the job is delivered to said USPS Sectional Facility (SCF). In no event shall CIP be liable for USPS performance failures or delivery delays, nor shall CIP be liable for fees for mailing service or postage or associated incidental or consequential damages or claims. CIP is not liable for shipping carrier errors, including loss or delay on direct-mail orders. CIP shall rectify printing and mailing errors which are caused by CIP (but excluding errors caused by Client) only to the extent of re-mailing a correction or corrected job as soon as possible, and any costs shall be limited to the value of the printing/mailing work performed.

6. Taxes

Client shall be solely and fully responsible for the payment of any and all sales, use, excise, or other similar taxes incurred or payable in connection with the production, printing, purchase, and mailing of the Products and Services specified in the Printing Order Form.

7. Returned Checks

Returned checks are subject to a $35.00 return fee, plus any other fees and remedies which may be allowed by applicable law.

Section 3: Products and Services

8. Liability of CIP

In the event of errors in or omissions of any Products and Services which are the fault of CIP, CIP's liability shall not exceed the value of the advertisement/print item that was initially contracted.

9. Color Reproduction

CIP will reproduce color from submitted print-ready files as closely as possible, but cannot exactly match color and density because of limitations in the printing process, as well as neighboring image ink requirements. The accuracy of each color reproduction (of the final printed product) is guaranteed to be within 90% of any final proof of the Products and Services approved by Client. In the event that the Products or Services fail to comply with the standard set forth in the prior sentence, then as Client's sole remedy for such failure CIP will reprint the non-compliant Products and Services at no charge. CIP does not guarantee color reproduction for Client's print-ready files if Client: (a) did not request a hardcopy proof and deliver payment to CIP for said hardcopy proof as specified in the Printing Order Form; or (b) purchased Products and Services without a hardcopy proof option. CIP shall not have any responsibility for color variations between submitted print-ready images and the actual artwork or product they represent.

10. Client Responsibility for Content

Client assumes full responsibility for printed content and agrees to indemnify, defend, and hold CIP harmless for violations of local, state or federal statutes or legislation with regard to any data supplied by Client for use in the Products and Services to be provided pursuant to this Agreement. Client is responsible for the accuracy and proofreading of Client's data. Client is also responsible for ensuring that the ordered Products and Services comply with current mailing restrictions. Unless otherwise specified in the Printing Order Form, Client is solely responsible for the provision of data for the printing and production of the Products and Services to be provided pursuant to the Printing Order Form. CIP shall not be responsible for reviewing, checking, or otherwise ensuring the Client-provided data for print-readiness, nor shall CIP have any responsibility for any content or design flaws. CIP recommends hiring a professional graphic designer for the preparation of print-ready data. Among other common issues for which CIP shall not have any responsibility, CIP shall not be responsible or liable for any of the following:

trimming discrepancies;
ink rub;
overprinting;
minor variations (+/- up to 3%) in quantity of printed products;
spelling, punctuation, or grammatical errors;
inferior quality or low resolution images;
design or color selection errors;
Client's errors in option selections such as product type, size, finishing options, or quantity;
incorrect dimensions, image orientation, or data submissions by Client;
color match without hardcopy proof approval;
delays caused by Client's untimely submissions, corrections, review, or other similar matters;
incorrect layout of products by Client (including but not limited to folding, scoring, hole drilling, die cutting, or other similar services);
if Client provides mailing or other shipping information for the Products and Services, incorrect shipping address, undeliverable packages/3rd delivery attempts, or other errors, whether or not created by Client; and
damage to the Products and Services arising after delivery of the Products and Services to Client or to a common carrier.

Notwithstanding any non-disclosure, confidentiality, or other similar covenants or agreements between Client and CIP, Client hereby authorizes CIP to publish, deliver, and mail the Products and Services in accordance with the terms of this Agreement.

11. Delays

CIP assumes no responsibility for delays caused by shipping carriers, weather or any damages resulting from the failure to receive a job on time. All mailing delivery dates are estimates, not guarantees. To the extent that the Products and Services specified in the Printing Order Form include mailing services, CIP's responsibility is limited to preparing Client's mailing and completing delivery to the U.S. Postal Service ("USPS"), or if a different common carrier is specified in the Printing Order Form, the specified common carrier. In no event shall CIP be liable for USPS or other common carrier performance failures or delivery delays. CIP also shall not be liable to Client or any third party for any additional services performed by third parties other than CIP, including but not limited to other third party mail delivery services.

12. Title to Products and Services

The Products and Services are shipped "Freight On Board Shipping Point" or "F.O.B. Shipping Point." Title and risk of loss of the Products and Services to be provided by CIP transfers to Client at time of delivery of the Products and Services to the USPS Sectional Facility located on or near to CIP's facility (or if shipment or delivery is to occur utilizing another common carrier or delivery service, upon delivery of the Products and Services to CIP's dock for pickup by such common carrier or delivery service).

Section 4: Intellectual Property

13. Ownership of Work

Unless negotiated and agreed in writing, the copyright with respect to any design created by CIP as part of the Products and Services provided to Client belongs to CIP. CIP may use any artwork or printing produced by CIP for the purposes of promoting itself and for any other use deemed beneficial or appropriate by CIP. Client shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs, and other similar items provided to CIP by Client, and hereby represents and warrants to CIP that Client has such authority. Client shall indemnify, defend, and hold harmless CIP and its agents from any claim arising thereof.

14. Use of Intellectual Property

Client hereby grants to CIP a license to use any and all image(s), logos, branding, copyrightable material, and other content (the "Content") provided by Client to CIP for the purpose of providing the Products and Services. Client represents, warrants, and certifies that Client has the right to use the Content in the Products and Services described in the Printing Order Form and further has the right to authorize and grant license to CIP to utilize such Content in the printing, production, and provision of the Products and Services. Client further represents, warrants, and certifies that the Content and the use of the Content in the Products and Services does not and will not infringe any rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons who are shown in the material if applicable. Client shall not, and Client represents, warrants and certifies that Client will not, submit any data to CIP, for use in the Products and Services or otherwise, that would give rise to any civil or criminal liability under applicable law, nor any sexually explicit or violently explicit materials.

Section 5: Liability and Indemnification

15. Limitation of Liability

IN NO EVENT WILL CIP BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHER DAMAGES WHETHER OR NOT CIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CIP'S ENTIRE LIABILITY UNDER, FOR BREACH OF, OR ARISING OUT OF PROVIDING THE PRODUCTS AND SERVICES HEREUNDER, IS LIMITED TO A REFUND OF THE FEES PAID FOR THE PRODUCTS AND SERVICES THAT GAVE RISE TO THE CLAIM. IN NO EVENT SHALL CIP BE LIABLE FOR CLIENT'S COST OF PROCURING SUBSTITUTE GOODS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIP, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AFFILIATES (COLLECTIVELY, THE "COVERED PARTIES"), BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACT OF GOD, ACCIDENT, DELAY, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PRODUCTS AND SERVICES TO BE PROVIDED BY CIP PURSUANT TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Indemnification for Breach

Client hereby warrants and agrees to defend, indemnify and hold harmless CIP and its owners, officers, agents, managers, affiliates, and other similarly situated parties from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to any breach of Client's duties, obligations, representations, warranties, and certifications under this Agreement. Without limitation of the foregoing, Client will indemnify, defend, and hold CIP harmless in any claim, suit or action brought against CIP by third parties for alleged damages, costs, expenses (including reasonable attorney's fees), liabilities or losses resulting from circumstances where CIP, acting pursuant to this Agreement, uses copy, photographs, or illustrations that are believed by others to be degrading, libelous or harmful to their reputations, images, or standing in the community or which in CIP's sole judgment is an infringement on a trademark, or trade name, or service mark, copyright, or other similar right belonging to others, or in a claim, suit or action brought against CIP for actions of Client's employees, officers, agents, managers, directors, partners, or other similarly situated persons which may occur as a result of any mailing.

Section 6: General Provisions

17. Entire Agreement

This Agreement constitutes the entire agreement between Client and CIP relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

18. Governing Law

The internal laws of the State of Texas shall govern the interpretation and performance of this Agreement, without regard to such state's conflicts of laws principles. Client consents to the exclusive jurisdiction and venue of the courts located in Travis County, Texas for all disputes arising out of, or relating to, this Agreement.

19. Insolvency

If Client ceases to pay Client's debts in the ordinary course of business or cannot pay such debts as they become due or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, CIP without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

20. Force Majeure

CIP shall be under no liability if it shall be unable to carry out any provision of this Agreement for any reason beyond its control including (without limiting the foregoing) any act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.

Contact

For questions about these Terms and Conditions, please contact:

Community Impact Printing
16121 Impact Way
Pflugerville, TX 78660
(512) 989-6804
cipsales@communityimpact.com