Terms of Service

1. The Services and Eligibility to use the Services

1.1 Manufacturing. The Services include manufacturing of the clothing based on parameters you choose on the Website. All payments are due in full upfront at the time of order before production begins and any changes after payment is processed will be permitted at the sole discretion of the Company. If the Company is unable to meet manufacturing requirements as agreed, the Company will notify You in writing with required changes and You will have five (5) business days to respond, any failure to respond will result in continued manufacturing with the changes as proposed by Company. You acknowledge and agree that there may be slight variation in fit, color, size or other features that are outside of the Company’s control and the Company is not responsible for any such variations. Further, You acknowledge and agree that certain mockups provided ahead of production by the Company may not fully represent the final product due to differences between screen and real-life appearance and the Company is not liable for any such variation. Client shall have seven (7) business days after receiving the manufactured goods to note any damages or missing items, all requests for refunds after the expiration of such seven (7) business days shall be null and void. The Company may from time to time provide estimated delivery timelines, but You acknowledge and agree that these are merely estimates and the Company is not liable for any reasonable delays.

1.2 Design. The Services include design services based on parameters you choose on the Website. All payments are due in full upfront at the time of order before production begins and any changes after payment is processed will be permitted at the sole discretion of the Company. You have the ability to elect your payment schedule on the Website, You will have the option to (i) be charged $850 per design, which includes the initial design and two rounds of revisions and $250 for each additional revision thereafter or (ii) a monthly retainer at an amount based on the requirements that is mutually agreeable between You and the Company where You will receive some consultation advice in addition to the designs. The deliverable of each design is in .AI, .PNG, or such other format requested by You and agreed to by Company in its sole discretion.

1.3 3PL Fulfillment. The Services include direct U.S. shipment of clothing to approved U.S. locations at Your request. Any requests for international shipping will be reviewed by Company and, if accepted in Company’s sole discretion, any fees related to international shipments will be invoiced to You You will be charged the cost of shipping and packing fees and you may be charged for storage fees. The Company will use the shipping method you request on the Website. Any requests received by 12:00pm PST will ship out the same day and any orders received after 12:00pm PST will ship out the following business day. You acknowledge and agree that Company will have no responsibility for shipping delays that are outside of Company’s control or is Company liable for any stolen or lost packages or the inability to deliver due to factors beyond the Company’s control (e.g. user error, incorrect information and environmental factors, among other reasons). You may have the opportunity to purchase insurance on the Website, which will be governed by the terms set forth on the Website checkout process. All communications with the carrier after the package has been shipped are Your sole responsibility. You are solely responsible for any incorrect address or other information provided on the Website. Company’s pricing is volume based on the amounts of units You ship in a given month.

1.4 Eligibility. You must be at least 18 years of age or older to use the Services. Children under the age of 18 are not permitted to use the Services unless the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to using the Services. By using the Services, you represent and warrant that you meet this requirement. In furtherance of our policy of not collecting personal information from persons under the age of 13, users are not allowed to give Company the personal information of any persons under the age of 13 for any reason. With the exception of the foregoing, access and/or use of the Website is available indefinitely and free of charge to visitors who do not place an order. Any use of the Website is deemed acceptance of these Terms and the Privacy Policy (as defined below). If the Terms or Privacy Policy are changed, we will inform you and continued use of the Website or any of the Services will be deemed acceptance of such changes.

1.5 Taxes. You are responsible for all applicable taxes, including but not limited to sales, use and value-add taxes. When shipping orders within the European Union, you will be charged based on the VAT of your shipping country. Depending on your order and country, you will be liable to pay local taxes and duties on receipt of your order.

2. LOCATION OF OUR PRIVACY POLICY

2.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy.

3. RIGHTS WE GRANT YOU

3.1 License Grant. Subject to your compliance with these Terms, Company hereby grants to you, a revocable, personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use any digital media, artwork, designs, or content that is associated with any of the Company’s Services and this license shall be used solely for production with the Company. This license and any design or other intellectual property created by Company for You is restricted from reproductions or duplication with a different vendor or provider than Company. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described herein. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Company in its sole discretion, may elect to take.

3.2 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions, or you have our written permission to do so.

(a) Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;

(b) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(a) access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;

(b) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;

(c) use the Services for illegal, harassing, unethical, or disruptive purposes;

(d) violate any applicable law or regulation in connection with your access to or use of the Services; or

(e) access or use the Services in any way not expressly permitted by these Terms.

4. OWNERSHIP AND CONTENT

4.1 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. The Services, including their “look and feel” (e.g., text, graphics). You agree that Company and/or its licensors own all right, title and interest in and to the Services and You agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your Content), including the right to create derivative works. You acknowledge that for some of our font, vectors and other publicly available intellectual property we use open license codes and You agree to indemnify, defend and hold harmless Company and its affiliates, officers, agents, directors, employees and contractors from and against all losses, liabilities and damages finally awarded to a third party a court (or similar body) of competent jurisdiction or agreed to in a settlement that result from any action, suits, demands or claims brought by a third party and any direct, out-of-pocket, reasonable costs and expenses (including attorneys’ fees) actually incurred by the Company or the other indemnified parties set forth herein arising or resulting from any open source licenses.

4.2 Ownership of Trademarks. Company’s name, trademarks, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Company or its affiliates, service providers or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.

5. THIRD PARTY SERVICES AND MATERIALS

5.1 Use of Third-Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

6. DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION

6.1 Disclaimers. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

6.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU  UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTIES (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER  DAMAGES OR LOSSES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES ARE NOT LIABLE FOR YOUR CONTENT POSTED ON THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

YOU ALSO UNDERSTAND AND AGREE THAT THE COMPANY ENTITIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.

6.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; or (d) your negligence or wilful misconduct.

7. ARBITRATION AND CLASS ACTION WAIVER

7.1 Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

7.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Any arbitration will be conducted in the English language and the seat of the arbitration shall be New York City, New York. Notwithstanding the foregoing, you and Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

7.3 Waiver of Class Actions and Class Arbitrations. You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations.  Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you  and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.

7.4 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.  You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.

7.5 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to hello@bioblanks.com. The notice must be sent to the Company within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions the Company also will not be bound by them.

8. ADDITIONAL PROVISIONS

8.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

8.2 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically.  Additionally, Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason.  If Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Company or you.  Termination will not limit any of Company’s other rights or remedies at law or in equity.

8.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Company for which monetary damages would not be an adequate remedy and Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

8.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

8.5 No Waivers. No failure or delay on our part or on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. We shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

8.6 Certain Restrictions. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the region Crimea), or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists.

8.7 Force Majeure. Company will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

8.8 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Company but may not be assigned by you without the prior express written consent of Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 7, or if arbitration does not apply, then the state and federal courts located in New York. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

8.9 How to Contact Us. You may contact us regarding the Services or these Terms by contacting us at hello@bio-blanks.com.