1.1 Flyleaf Print Corp. (“Flyleaf”) maintains the publicly available portions of the website located at Flyleaf.com and all of its content (collectively, the “Platform”) for use by its customers. A “Customer” is a customer it has agreed to work with that will seek to or will purchase manufactured products (“Items”) through use of the Platform from third parties that, through use of the Platform, sell or offer to sell Items (“Suppliers”).
Each individual user of the Platform (“User”), such as the employees and agents of the Customer, agree to be bound by these CTOS on behalf of the Customer the User is associated with, and represents and warrants that they have the authority to agree to these CTOS on the Customer’s behalf.
In the event of a conflict in terms between these CTOS and those terms of the incorporating agreement (“Incorporating Agreement”), the terms of this Agreement shall supersede the terms of the Incorporating Agreement unless such other Incorporating Agreement specifically states otherwise.
These CTOS, and any related Incorporating Agreement, constitute the entire and exclusive understanding and agreement between the Customer and Flyleaf regarding the Platform. Any failure by Flyleaf to enforce any right or provision of these CTOS will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if agreed upon in writing and signed by a duly authorized representative of Flyleaf.
Flyleaf may periodically revise any of these CTOS. If a revision is material, as determined solely by Flyleaf, the Customer will be notified. The current version of these CTOS will always be posted on Flyleaf’s terms of service page located at Flyleaf.com/terms/customer. By continuing to use the Platform after revisions become effective, the Customer is agreeing to be bound by the revised CTOS.
These CTOS form a binding contract between the Customer and Flyleaf with respect to the Customer’s access to and use of the Platform.
2.1 Quote requests submitted by the Customer via the Platform, or that should have been submitted via the Platform, are governed by these CTOS and the Order Terms and Conditions.
2.2 The Customer agrees that it shall only submit Quotes requests with the actual intention to purchase Items.
3.1 Orders submitted or entered into by the Customer via the Platform, or that should have been submitted or entered into via the Platform, are governed by these CTOS and the Order Terms and Conditions.
4. Dispute resolution
4.1 In the event of a breach of these CTOS or a dispute as to the meaning of these CTOS, the Customer and Flyleaf agree to expeditiously attempt to resolve such dispute as set forth in this Section. If within 30 days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the rules of the American Arbitration Association.
4.2 For disputes not covered under these CTOS, the Customer agrees to work with Flyleaf to in a best effort attempt to resolve disputes prior to taking any legal action.
5. Non-Circumvent; Non-Diversion; Non-Disparagement
5.1 The Customer agrees not to pursue any quote opportunities related to Suppliers found via the Platform unless done so via the Platform. 5.2 Flyleaf has the right to remove the Customer from the Platform if the Customer tries to circumvent Flyleaf and work directly with a Supplier outside of the Platform. Examples of circumvention include, but are not limited to: 5.2.1 The Customer has placed an order with Flyleaf via the Platform and a re-order is moved off the Platform. 5.2.2 The Customer has placed an order with Flyleaf via the Platform, it is not accepted by Flyleaf through the Platform but is instead moved off the Platform or otherwise pursued outside the Platform. 5.2.3 Flyleaf has submitted a quote to the Customer via the Platform but the order is moved off the Platform or pursued outside of the Platform. 5.2.4 The Customer creates a quote request and Flyleaf submits a quote to the customer outside of the Platform. 5.2.5 The Customer identified a Supplier through the Platform and approached that Supplier outside of the Platform.
6. Platform Users and Security
6.1 The Customer shall be responsible and liable for the actions of all users associated with their account. The Customer shall ensure such users must use the Platform in compliance with these CTOS. The Customer will employ commercially reasonable security and access controls designed to protect the information and materials it submits to or otherwise manages on the Platform, as well as who it allows to have access to the Platform.
6.2 The Customer agrees to notify Flyleaf immediately of any known or suspected unauthorized use of the Platform by its users. Flyleaf has the right to contact any user on the Platform at any time and may immediately suspend or terminate authorized user’s access to the Platform for any actual or suspected violation of these CTOS at any time.
6.3 The Customer, and the users of the Customer, agree not to:
6.3.1 Share passwords or login details with anyone within or external to the Customer’s organization;
6.3.2 Share Platform features or content with any third party;
6.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of Flyleaf; and/or
6.3.4 Download or use any Flyleaf graphics or photography without written authorization from Flyleaf.
6.4 The Customer, and the users of the Customer, agree not to submit, transmit or upload to the Platform any content that:
6.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;
6.4.2 Infringes any Intellectual Property Rights or other rights of any third party, or is a submission that they do not have the right or authority to make;
6.4.3 Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or
6.4.4 Disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform, or that otherwise negatively affects other users’ ability to use the Platform.
7. Non-Disclosure Agreement and Confidentiality
7.1 The Customer will preserve as confidential and protect the confidentiality of any Supplier information contained in the Platform. The Customer agrees it shall not use Flyleaf information provided via Flyleaf for any purpose outside of the scope of the Customer’s relationship with Flyleaf and the Platform. The Customer will not disclose Supplier information to any third party unless otherwise agreed upon with Flyleaf in writing.
7.2 Flyleaf has the right to use specification, quote and order data submitted by the Customer for internal analysis and estimations. Flyleaf may use quotes, or other information in public documents such as case studies or examples as long as the information is anonymized unless otherwise agreed upon with the Customer.
8. Representations; Disclaimer of Warranties; Limitation of Liability
8.1 The Customer agrees, represents and warrants that at all times it shall comply with applicable law. The Customer further represents that in using the Platform, it is and will act in good faith, and that all proposed transactions or requested quotes are made in good faith.
8.2 WHILE FLYLEAF USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE PLATFORM, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, FLYLEAF MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. EVERYTHING ON THE PLATFORM OR OTHERWISE PROVIDED BY FLYLEAF TO THE CUSTOMER IS “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND BY FLYLEAF, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS.
8.3 ANY USE OF THE PLATFORM IS AT THE CUSTOMER’S RISK. THE CUSTOMER AGREES THAT NEITHER Flyleaf NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ACCESS TO, OR USE OF THE PLATFORM, OR FOR ANY BUSINESS ADVICE PROVIDED BY FLYLEAF. FLYLEAF ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY RELATING TO ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM, OR FOR ANY BUSINESS ADVICE PROVIDED BY FLYLEAF. THE CUSTOMER AGREES THAT IN NO EVENT SHALL FLYLEAF’S LIABILITY EXCEED THE AMOUNT FLYLEAF HAS RECEIVED FROM CUSTOMER IN THE PRECEDING 365 DAYS.
9.1 The Customer agrees to promptly indemnify and hold harmless Flyleaf, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, customers, service providers, vendors, suppliers and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any actions or improper omissions of the Customer, the Customer’s breach of these CTOS or any other agreement with Flyleaf, the Customer’s breach of any of the representations herein, or the Customers breach of any rights of any third party.
10. Use of Names for Marketing
10.1 The Customer grants Flyleaf the right to use the Customer’s names, images of the Items, slogans, trademarks and the like to indicate the Customer is a user of the Platform and a customer of Flyleaf, and as reasonably needed to allow the Customer to use the Platform for its intended use, such as but not limited to indicating the Customer is making a quote request.
11.1 Any communication or material that is transmitted to or from Flyleaf through the Platform is governed by our CTOS. Subject to the foregoing, any communication or material you, the Customer, transmits to or through the Platform electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as confidential.
Any copying, reproduction, redistribution, modification, display, or creation of derivative works from the Platform, the content on the Platform or the collective work is prohibited including but not limited to reproduction to any other server or location for further reproduction or redistribution, unless the Customer has the express prior written consent of Flyleaf. The Customer may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform.
Images of people or places displayed on the Platform are either the property of, or used with permission by, Flyleaf. The use of these images by the Customer, or anyone else authorized by the Customer, is prohibited unless specifically permitted by these CTOS or specific permission provided elsewhere on the Platform. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
12. Force Majeure
12.1 The Customer agrees that Flyleaf is not responsible to the Customer for anything that Flyleaf may otherwise be responsible for, if it is the result of events beyond Flyleaf’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond Flyleaf’s control.
13. Governing Law and Venue
13.1 The Customer agrees that any agreements it enters into with Flyleaf, and these CTOS are governed by the law of the State of Pennsylvania without regard to its conflicts of law principles. Flyleaf further agrees to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in Wayne County, PA, USA.
14.1 In the event of the termination of the relationship of Flyleaf and the Customer or the application of these CTOS or any agreement incorporating these CTOS, the terms of these CTOS shall survive and continue to be enforceable according to their terms.
The terms set forth herein are the “Order Terms”. As used herein, the “Supplier” is an entity that is using the Platform to perform services (the “Order Items”) to a customer (the “Customer”). The “Platform” is the website operated by Flyleaf Inc. (“Flyleaf”) located at Flyleafprint.com.
These Order Terms are entered into and binding between Flyleaf and the Customer with regard to a particular sale of Order Items, if, in the process of ordering the Order Items using the Platform, Flyleaf and the Customer indicate they are bound by the Order Terms. An order that is governed by these Order Terms is an “Order”. Flyleaf and the Customer are each a “Party” and together are the “Parties”.
While Flyleaf is a third party beneficiary of the Order Terms, Flyleaf is not liable to Supplier or Customer under these Order Terms.
2.1 For a transaction for which these Order Terms apply, the related quote submitted to the Customer by Flyleaf via the Platform, or that should have been submitted via the Platform, is governed by these Order Terms.
2.2 The Customer is responsible for ensuring that all specifications, including material and certifications that it submits in its quote request are as the Customer needs. Any specifications not provided by the Customer are understood to be left to the discretion of Flyleaf.
2.3 Flyleaf shall ensure that all material and certification claims it makes in its quote are verifiable. Flyleaf will ensure that Order Items purchased pursuant to its quote will comply with the specifications of the applicable quote.
2.4 The date Flyleaf’s quote expires is set by Flyleaf during its submission of the quote to the Customer. The information contained in the quote submitted by Flyleaf will remain a valid offer until the expiry of the quote or the quote has been canceled by Flyleaf.
2.5 Estimated lead times displayed on the quote are presented as guidance but are not binding. Estimated lead times assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs, structural samples and ink drawdowns. Estimated lead times do not always consider seasonal demand and/or holiday closures.
3.1 The Order is a legally binding agreement between Flyleaf and the Customer once it has been finalized. By finalizing the Order, the Customer and Flyleaf agree that the Order will be produced according to the applicable terms and specifications of the Order as documented in the Platform, as well as these Order Terms. These Order Terms govern and supersede any conflicting terms in or related to the Order.
3.2 If the Order contains Order Items that have never been ordered from Flyleaf, it is finalized once the Customer has approved of the Flyleaf generated proof. If the Order contains repeat Order Items, it is finalized once Flyleaf has acknowledged the Order submitted by the Customer.
3.3 Once the Order is finalized, it is only cancellable if such cancellation is mutually agreed upon by both Flyleaf and the Customer. The Customer or Flyleaf may cancel the Order for any reason if it has not been finalized. To cancel the Order after it has been finalized, either party must send a message via the Platform to the other requesting cancellation of the Order and the other party must provide written confirmation of the cancellation via the Platform. If requested by the Customer to cancel the Order after it has been finalized, Flyleaf will make commercially reasonable efforts to accommodate, subject to the Customer reimbursing all costs to date as well as equitably compensating Flyleaf for the costs of accommodation.
3.4 The Order is subject to overproduction or underproduction by Flyleaf. The quantity overproduced or underproduced should not exceed the variance specified by Flyleaf in the applicable quote.
3.4.1 If overproduction occurs the Customer will accept the quantity produced up to the specified variance and the amount to be paid to Flyleaf will be adjusted accordingly. Unless otherwise agreed upon by the Customer and Flyleaf, the Customer is not required to accept or responsible for payment of quantities produced that exceed the specified variance.
3.4.2 If underproduction occurs the Customer is only responsible for payment of the quantities they receive. If underproduction exceeds the specified variance, the Customer may require that Flyleaf produce the quantity needed to fulfill the Order within the specified variance.
3.5 Estimated lead times and completion dates displayed on the Order are presented as guidance by Flyleaf but are not binding. Estimated lead times and completion dates assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs, structural samples and ink drawdowns.
3.6 The Order may be subject to delays that are outside of Flyleaf’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond Flyleaf’s control. Flyleaf will not be responsible for any financial consequences related to delays, but will make every reasonable effort to mitigate delays and manage issue resolution to provide solutions.
4.1 Flyleaf agrees to ship the Order Items in quantities and at times as set forth in the Order.
4.2 The Order Items should be packed, marked and shipped by Flyleaf in accordance with what Flyleaf and the Customer agree upon. In the absence of such agreement, Flyleaf will endeavor to pack, mark and ship Order Items in accordance with the requirements of common carriers and in a manner to secure lowest transportation costs. No additional charges should be passed to the Customer to account for this unless otherwise agreed upon with the Customer. The Customer can refuse to accept the Order Items if shipped contrary to its instructions, in which event the Order Items may be returned to Flyleaf at Flyleaf’s expense.
4.3 Flyleaf shall ensure all shipments related to the Order include packing slips. The packing slips shall describe the Order Items and quantities shipped.
4.4 The Order Items shipped must be properly classified for transport by Flyleaf. In the event Order Items are not properly classified for shippers and/or other parties involved, Flyleaf shall be liable for and is responsible for any differences and penalties.
4.5 Flyleaf shall upload a bill of lading signed by the Customer to the Platform for each order related shipment it makes. The signed bill of lading shall be uploaded to the Platform within a reasonable time frame after Customer receives the shipment.
4.6 If the Order specifies pickup from Flyleaf, the Customer has three business days to retrieve the Order Items from Flyleaf’s location once it has been communicated by Flyleaf that the Order Items are ready for pickup. If the Order Items are not picked up from Flyleaf within those three business days, Flyleaf may charge the Customer for storage on a daily per pallet basis.
4.7 The Customer may request to postpone the scheduled shipment date of the Order if the request is made to Flyleaf no later than seven (7) days prior to the initially agreed upon shipment date. Flyleaf shall make a commercially reasonable effort to accommodate the request of the Customer. If additional costs, including but not limited to the storage or labor, are required to meet the requested date, they are to be covered by the Customer.
4.8 Flyleaf will notify the Customer of any potential delays to the Order in a timely manner. Flyleaf will ship no earlier than seven (7) days prior to the initially agreed upon shipment date. Partial shipments will not be allowed, unless otherwise agreed upon with the Customer.
4.9 Flyleaf may provide an estimated shipping cost upon submission of the quote. Actual shipping cost will be provided by Flyleaf to the Customer at the time of Flyleaf booking the shipment. Actual shipping cost may differ from initial estimate. The Customer is responsible for paying the actual cost of shipping.
5.1 Flyleaf shall inspect the Order Items prior to releasing them to the Customer. The Customer shall inspect the Order Items upon receipt from the Seller. If further inspection is required and cost is associated with that inspection, Flyleaf and the Customer must agree which party bears responsibility for the cost of the additional inspection.
5.2 The Customer has the right to reject the Order Items that are damaged or non-conforming to the Order Items’ specifications or quality policies, within fourteen (14) days of receiving them, regardless of whether the Customer has acknowledged receipt, has been invoiced or has paid for the Order Items.
5.3 The Customer must provide written notice and supporting documentation to Flyleaf of any non-conforming items.
5.4 The Order Items that are damaged or non-conforming must be set aside by the Customer for up to fourteen (14) days so that they may be inspected by Flyleaf. If both the Customer and Flyleaf agree the Order Items are damaged or non-conforming, the affected Order Items will be disposed of at the Seller’s cost and direction.
5.5 If the Customer does not reject the Order Items within fourteen (14) days of receiving the items, the Customer shall be deemed to have finally and unconditionally accepted the Order Items received.
6. Substitutions and Modifications
6.1 Flyleaf must obtain the Customer’s approval prior to making any specification or structural design changes to any of the Order Items.
6.2 If the Customer desires to make changes to specifications, structural designs, methods of shipment, quantities ordered, place of shipment or shipment schedule, Flyleaf will make commercially reasonable efforts to accommodate, subject to the Customer reimbursing all costs to date as well as equitably compensating Flyleaf for the costs of accommodation.
6.3 Any specification or structural design changes made to the Order Items shall be governed by these Order Terms. Flyleaf and the Customer shall ensure such changes are reflected in the Order Items specifications and proof shown in the Platform prior to production. If changes are made to the Order Items after the Order has been finalized, the Customer and Flyleaf must agree to cancel the Order and the Customer must submit a new order with the desired specifications.
7.1 Flyleaf agrees that the Customer owns any tooling used in the production of the Order Items once the tooling has been paid for by the Customer.
7.2 Flyleaf agrees to store the Customer’s tooling for up to twelve (12) months without use. Tooling that has not been used for a period of twelve (12) months from last purchase date may be disposed of at the discretion of Flyleaf. Flyleaf must notify the Customer prior to the disposal of any tooling and provide the Customer with an opportunity to collect the tooling if they choose.
7.3 Flyleaf shall transfer any tooling of the Customer that it has custody of, to the Customer or any other entity, as the Customer requests. For example, the Customer may request that tooling be transferred to another manufacturer. Flyleaf may make such transfer subject to the Customer paying for or reimbursing Flyleaf for associated costs of transfer, such as but not limited to shipping, handling and export fees.
8.1 Flyleaf agrees that the payment terms for the Order shall be the payment terms offered in the accepted quote containing the Order Items, unless otherwise agreed upon by the Customer and Flyleaf. The Customer agrees to be invoiced in accordance with the payment terms associated with the Order Items quote submitted by Flyleaf. The payment terms may also apply to tooling, shipping, taxes and other fees associated with the Order. If not otherwise specified in Flyleaf’s quote, Flyleaf and the Customer agree that payment for the Order is due upon order finalization and prior to the beginning of production.
8.2 Flyleaf agrees to receive payment for the Order using the payment processors designated by Flyleaf. The Customer agrees to make payment for the Order using the payment processors designated by Flyleaf.
8.3 The Customer is responsible for paying all taxes Flyleaf is or may be required to pay/collect on the Order, unless otherwise agreed upon by the Customer and Flyleaf. Flyleaf is fully responsible for the tax status it grants to the Customer. If Flyleaf deems the Order Items it is selling to the Customer to be tax exempt it does it solely on its discretion.
8.4 The Customer’s payment of an invoice will not constitute any waiver of the Customer’s rights or be deemed an acceptance of any shipment. The Customer will be deemed to have finally and unconditionally accepted the Order Items received if the Customer does not reject the Order Items within fourteen (14) days of receiving them.
8.5 If the Customer is unable to make payment, Flyleaf has the right to withhold shipment of the Order Items.
9. Risk of Loss
9.1 Flyleaf and the Customer agree that who bears responsibility and liability for damage occurring to the Order Items after production has been completed, but before their arrival at the designated delivery location shall be determined by the delivery details specified in the Order.
9.2 If the Order specifies a final delivery location and is shipped to the Customer via Flyleaf, Flyleaf shall transfer legal title and ownership to the Customer upon arrival of the Order Items at the Customer’s designated delivery location.
9.3 If the Order specifies a final delivery location and is shipped to the Customer via a common carrier, Flyleaf shall transfer legal title and ownership to the Customer upon receipt of the Order Items by the carrier.
9.4 If the Order specifies a pickup location, Flyleaf shall transfer legal title and ownership to the Customer once the Order Items are loaded onto the Customer’s carrier or vehicle at the location of pickup.
10. Dispute Resolution
10.1 In the event of a breach of these Order Terms or a dispute as to the meaning of these Order Terms, Flyleaf and the Customer agree to expeditiously attempt to resolve such dispute as set forth in this section. If within thirty (30) days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the rules of the American Arbitration Association.
11. Off Platform Communication
11.1 Flyleaf and the Customer agree to make a best effort to communicate using the Platform. Flyleaf and the Customer agree that Flyleaf shall have no liability or responsibility for any quotes, orders, or changes that are made outside of the Platform or that are not reflected in the Platform.
12. Use of Third Parties
12.1 Both parties are responsible for and shall be liable for the actions of any third parties it involves in the quote, the Order or shipment. This responsibility extends to but is not limited to the use of subcontractors, third party logistics providers, temporary labor and carriers.
12.2 Flyleaf and the Customer agree to disclose the use of any third parties and provide details of third parties used if requested by either party unless otherwise agreed upon.
13.1 The Customer will preserve as confidential and protect the confidentiality of Flyleaf’s information contained in the Platform. The Customer agrees it shall not use Flyleaf’s information provided via the Platform for any purpose outside of the scope of the Customer’s relationship with Flyleaf and use of the Platform. The Customer will not disclose Flyleaf’s information to any third party unless otherwise agreed upon with Flyleaf.
13.2 Flyleaf will preserve as confidential and protect the confidentiality of the Customer’s non-public information contained in the Platform. Flyleaf agrees it shall not use the Customer’s information provided via the Platform for any purpose outside of the scope of Flyleaf’s relationship with the Customer and use of the Platform. Flyleaf will not disclose the Customer’s information to any third party unless otherwise agreed upon with the Customer.
13.3 Flyleaf must get approval from the Customer in order to use the Customer’s information to promote Flyleaf. This includes but is not limited to using photos on websites and social media, and the use of the Customer’s name or logo on any form of advertising or promotion.
14. Limited Warranty and Disclaimer of Warranties
14.1 Flyleaf warrants that all delivered Order Items shall materially meet to the specifications associated with the quote and the Order. Flyleaf warrants that the Order Items delivered shall be free from defects in material and workmanship for a period of twenty-one (21) days from delivery.
14.2 Except as set forth in these Order Terms, the Seller disclaims, and Customer waives, all other warranties, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement).
15.1 The Customer agrees to indemnify and hold harmless Flyleaf, its directors, officers, agents, employees, and contractors against any claim or demand, including, without limitation, attorneys’ fees and court costs, lost profits, demands, liabilities and claims in connection with or arising, directly or indirectly, out of:
15.1.1 A breach of these Order Terms by the Customer or its employees, agents, or contractors;
15.1.2 Any act, error or omission, whether negligent or not, of the Customer or its employees, agents, or contractors, including, without limitation, personal injury and property damage; and
15.1.3 Any disputes with regard to the title or possession of any Order Items.
16. Force Majeure
16.1 The Customer agrees that Flyleaf is not responsible to the Customer for anything that Flyleaf may otherwise be responsible for, if it is the result of events beyond Flyleaf’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond Flyleaf’s control.
17. Governing Law and Venue
17.1 Each party shall comply with all applicable laws, regulations and ordinances and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order Terms.
17.2 The Customer and Flyleaf agree that these Order Terms and any activity related to the Platform are governed by the law of the state of incorporation of Flyleaf without regard to its conflicts of law principles. The Customer and Flyleaf further agree to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in the location of the headquarters of the defending party.