Important! Read this entire agreement carefully
These are the terms and conditions that govern your use of and access to our website(s) and your acquisition of our services and any goods that you purchase on our website(s).
We are Oakley Signs and Graphics ("OSG"). Welcome to our website(s), which include www.oakleysign.com and other websites and related or linked web pages that we and our affiliate, Oakley Sign Installation ("OSI"), have developed and maintained, including FREE HELP FOR REAL ESTATE AGENTS (collectively, "OSG Websites").
Our formal name is Oakley Signs & Graphics, LLC, and OSI's formal name is Oakley Sign Installation, LLC. Throughout the rest of this Agreement, OSG and OSI are sometimes referred to collectively as "we," "us" or "our." You, as the user of our OSG Websites, are referred to as "you" or "your."
By accessing or using our OSG Websites or acquiring any of our Products or Services, you acknowledge and agree that you have read and understand this Agreement, and that you accept and agree to be legally bound by this Agreement, as they may be amended or supplemented from time to time by us in accordance with this Agreement. You are responsible for reviewing this Agreement each time you use or access our OSG Websites or acquire our Products or Services.
If you do not accept this Agreement, you are not authorized to use or access our OSG Websites or to acquire our Products or Services.
- We Reserve the Right to Revise this Agreement. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional rules, policies, terms or conditions on your use of or access to our OSG Website(s) or your acquisition of our Products or Services, with or without prior notice and for any reason. Any such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Revised Terms") will be effective and incorporated into this Agreement immediately upon our publishing them on our OSG Websites, which may be given by any means we designate, including by our posting them to our OSG Websites. You acknowledge and agree that your continued use of any of our OSG Websites will be deemed to conclusively indicate your acceptance of any and all such Revised Terms. All Revised Terms will be incorporated into, and made a part of, this Agreement by this reference.
- We May Amend or Terminate Any Part of our OSG Websites, our Products or our Services. We reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, our OSG Websites, our Products, or our Services, with or without notice to you. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that we will not be liable to you for any modification, general suspension or discontinuance of any of our OSG Websites, Products or Services. We may refuse or restrict anyone from access to any or all of our OSG Websites or from the ability to acquire our Products or Services at any time.
- Acceptable Use of our Services. In order to use or access our OSG Websites or to acquire our Products or Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access.
- Limited License. Subject to your compliance with this Agreement, and your payment of any applicable fees or prices, we grant you a limited, non-exclusive, non-transferrable, non-sublicensable license to access and make use of our OSG Websites. This license does not include any collection and use of any of our product listings, descriptions, or prices or any use of our OSG Websites, information or content other than to access or use our OSG Websites or acquire our Products or Services. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of our content, data, information or materials that you find on our OSG Websites. Additionally, you may not use account information for the benefit of any third party or any use of data mining, robots or similar data gathering or extraction tools. All rights not expressly granted to you in this Agreement are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, or other content providers. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) relating to our OSG Websites or Services without our express written consent. You may not misuse our OSG Websites or our Services. You may use our OSG Websites and our Services only as permitted by applicable law. The license granted by us terminate if you do not comply with this Agreement. Notwithstanding the foregoing and except as provided in (b) below, you may download and to retain a single copy of any page of our OSG Websites solely for your own use, provided that you: (a) keep intact all copyright and other proprietary notices; (b) do not use the material in a manner that would compete with or damage the goodwill associated with us or our OSG Websites; (c) do not use the material in a manner that suggests an association with any of our Products, Services or brands (unless otherwise authorized in writing by us); and (d) make no modifications to the material. You further agree that, except as expressly provided in this Agreement, neither our Products, our Services, our OSG Websites, nor any part thereof may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose (other than in connection with the sale of real estate) without our express written consent.
- Linking; Commercial Use. If you wish to publish, frame, refer to or provide information about our OSG Websites, our Marks (defined below), our copyrighted materials or our Products or Services on any website, web page, e-mail address or the like operated by you or your affiliates, or any companies, partnerships, limited liability partnerships or any other legal entity in which you have an ownership or investment interest (also collectively referred to as "you") for commercial purposes, you must first obtain our prior written permission to do so, which we may withhold in our sole and absolute discretion, and enter into an agreement with us on terms agreed to by us. Contact email@example.com if you want to obtain our permission to do so.
- Security, Cracking and Hacking. You shall not violate or attempt to violate the security protections relating to our OSG Websites, our Products, or our Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to our OSG Websites, overloading, "flooding," "mailbombing" or "crashing" our OSG Websites; or (v) otherwise attempt to interfere with the proper working of our OSG Websites. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
- Spidering. The use of any tools, programs, robotic algorithms or products to automatically download or "spider" our OSG Websites or any web pages of our OSG Websites infringes on our copyrights. You agree not to use any such tools or products on or in connection with your use of or access to our OSG Websites or our Services.
- Termination. We may and will terminate your access to our OSG Websites, our Services, and/or any Accounts (as defined below) immediately, if we believe that your conduct fails to conform to this Agreement. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use our Services or our Marks or our copyrighted materials for any purposes other than their intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of our OSG Websites), you may also be subject to civil and criminal liability.
- You Are Responsible for All of Your Activities and All of the Content You Post. You represent and warrant that any information you post or provide to us by means of our OSG Websites, including, without limitation, as part of any registration or application or to gain access to any of our Products or Services, is truthful, accurate, not misleading and offered in good faith; and that you will use any information disclosed to you via our OSG Websites or Services including, without limitation, any content in the personalized areas of our OSG Websites, only for its intended purpose. We expect that you will exercise caution, good sense and reasonable judgment in using our OSG Websites or our Services. You agree NOT to use our OSG Websites or our Services or for, or in connection with, any of the following activities:
- Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
- Any fraudulent or illegal activities or other activities prohibited by this Agreement;
- E-mailing, uploading, or otherwise transmitting or using our OSG Websites or our Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortuous, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another´s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content;
- Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or the operation of our OSG Websites, our Services or anyone else's websites, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies that could damage, disable, overburden, or impair any of our servers or the networks connected to any such server;
- Making any commercial or non-fair use of our Marks without our express written consent;
- Interfering with any third party's use and enjoyment of any of our OSG Websites, Products or Services;
- Attempting to gain unauthorized access to any of our OSG Websites, our Products, our Services, Accounts, Passwords (defined below), computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
- Sublicensing any license granted in or to materials on the any of our OSG Websites under this Agreement (whether or not any of such acts are for commercial gain or advantage); or
- Reverse engineering, decompiling, modifying, or creating derivative works from any software accessible to you through any of our OSG Websites or our Services unless we specifically authorized you to do so in advance and in writing.
- Account Password and User ID. In order to acquire our Products or use or access some of our Services on our OSG Websites, you may be required to become a registered user and/or create an account with us (collectively, an "Account") and be required to be logged in to such Account whenever you visit our OSG Websites. In connection with any purchase you make on our OSG Websites, if there is a problem charging your selected payment method, we may charge any other valid payment method associated with your Account. To obtain an Account, you must receive or establish one or more passwords and/or access codes in the manner we designate (collectively, the "Password"). Maintaining the confidentiality and security of your Password(s) and your Account(s) is solely your responsibility. You shall not divulge your Password or information relating to your Account(s) to any third party. You are entirely responsible for all activities that occur on or through your Account(s) and Password(s), and you agree to notify us immediately about any unauthorized use of your Accounts or any breach of security. You agree that we and our affiliates shall not be responsible for any losses incurred in connection with any misuse of or failure to secure your Passwords, nor shall we or they have any responsibility whatsoever for your failure to comply with the requirements of this Section. We reserve the right to require you to periodically change your Password(s). We also reserve the right to disable any user name, password, or other identifier, whether chosen by you or provided to you by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement or any other terms incorporated herein.
If you obtain an Account, you agree:
- That you are and shall be responsible for maintaining the confidentiality and security of your Account(s) and Password(s), and for restricting access to your Account(s) and your Password(s);
- To provide current, complete, true and accurate information;
- Maintain and update your information as required to keep it current, complete and accurate;
- Provide more information about yourself and/or your organization as may be requested by us from time to time;
- Not to transfer, lease, assign, or sublicense any of your Password(s) without our prior written consent;
- Not to circumvent the Password restrictions on any of our OSG Websites, nor allow others to do so on your behalf;
- To use particular caution when accessing your Account(s) from a public or shared computer so that others are not able to view or record your Password(s) or other personal information;
- To ensure that you exit your account after each session; and
- To notify us immediately of any unauthorized access to or use of your Account(s) or Password(s) or any other breach of security.
- Submissions. You acknowledge and agree that any suggestions, ideas, opinions (including without limitation, reviews) or other information submitted or otherwise communicated by you to us through our OSG Websites or otherwise (collectively, "Submissions") become our property, including all copyrights and other intellectual property rights therein, and you assign to us, and waive in favor of us, any and all present and future rights, including but not limited to, moral rights, in such Submissions; provided, however, that nothing in this Agreement shall constitute an assignment or transfer of your rights to us in any files, graphics, logos, designs or copy that you submit to any of our OSG Websites, either in person or through one of our OSG Websites, specifically for the purposes of procuring a quote for or purchasing Products from us (including without limitation signs, sign designs and graphic design services or any related products or services (collectively, "Client Materials"). We will be entitled to use each Submission, except Client Materials, for any commercial or other purpose whatsoever without compensation or other accounting to you or any other person sending Submissions, and will not incur any liability as a result of any similarities that may appear in our future operations. You will continue to be responsible for the substance of Submissions including, without limitation, any indemnification obligations related to such Submissions. We will not be required to treat any of your Submissions as confidential. You acknowledge and agree that all or any portion of your Submissions, except Client Materials, may be used, edited, reproduced, published, translated, sub-licensed, copied and distributed and/or incorporated into other works in any form, media, or technology now known or hereafter developed, without compensation or accounting of any kind.
By submitting any Submissions, you represent and warrant that you have the full right and authority to submit such Submissions, and that no such Submissions are subject to any copyright or other proprietary right of a third party. In addition, you agree not to post e-mails or submit to or publish through our OSG Websites (including any Submission), or act in a way, which violates this Agreement or in our opinion:
We reserve the right to review, edit, or remove any Submission that we deem, in our sole discretion, to be inappropriate for, illegal or offensive to us, our OSG Websites, or any third parties, for any reason whatsoever.
- seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- transmits under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
- advocates or promotes illegal activity;
- impersonates or misrepresents your connection to any other entity or person or otherwise manipulate headers or identifiers to disguise the origin of the content;
- solicits funds, advertisers or sponsors;
- copies any other pages or images on our OSG Websites except with appropriate authority; or
- amounts to "data warehousing" (i.e., using any web space made available to you as storage for large files which are only linked from other sites).
- Do Not Violate Third Party Intellectual Property Rights. Without limiting any of our rights or your obligations under this Agreement, you may not, and by acquiring our Products, by accessing or using our Services or our OSG Websites, you agree not to, use our OSG Websites, our Products, or our Services or to transmit material that: (i) is copyrighted or proprietary, unless you are the owner or have obtained the permission of the owner to transmit it; (ii) reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
- Trademarks. The trademarks, trade names, graphics, logos, page headers, button icons, scripts, color schemes, service marks, slogans, and similar means of identifying products or services displayed on any of our OSG Websites, including without limitation, our trademarks and service marks and any marks identical or similar thereto (collectively, the "Marks") are our or our licensors' registered and/or common law marks or other Intellectual Property Rights. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear on our OSG Websites are the property of their respective owners, who may or may not be affiliated with or connected to us.
- Ownership. All content and materials on our OSG Websites including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other materials included in our Services or our OSG Websites, are our property or our licensors' property in which we or our licensors own the Intellectual Property Rights, and are protected by United States and international copyright, patent, trademarks, and other proprietary rights laws. The compilation of all content on our OSG Websites is our exclusive property and is protected by United States and international copyright laws.
- Further Restrictions. You acknowledge and agree that you shall not use the Marks or copyrighted or other proprietary materials in any search engine descriptions, content (meta-tags, "white lettering", key words), or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you without our express written permission. You further acknowledge and agree that your doing so constitutes a violation of our rights under U.S. federal law, state law, and other international laws and a breach of this Agreement. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporate any content from our OSG Websites, the Marks, our copyrighted or proprietary materials or any marks that are confusingly similar to the Marks. You agree not resell our Products or Services (or any part thereof) without our prior written consent, which we may refuse to grant in our sole discretion. If you wish to seek such consent, or if you wish to use any of our OSG Websites or any of our Products or Services, copyrighted materials or the Marks for commercial purposes, contact firstname.lastname@example.org. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks or copyrighted material in connection with our Products or Services. All rights not expressly granted under this Agreement are expressly reserved to us.
- Copyright Infringement. If you believe your rights under applicable copyright laws are being infringed on any of our OSG Websites, you may notify our designated agent in accordance with our Copyright Notice and Takedown Policy by notifying email@example.com.
- Compliance with Laws. You may only use our OSG Websites, our Products, or our Services for lawful purposes. Your access to and use of our OSG Websites, our Products, and our Services are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to your access to and use of our OSG Websites and our Services and the acquisition of our Products. This obligation includes your agreement to comply with all applicable laws or specific regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us.
- Your Access to Certain Services. As a convenience and courtesy to you, in addition to our Products and Services offered to general users of our OSG Websites, we may provide you access to certain of our OSG Websites so that you can receive quotes for, or purchase, signs or design services from our OSG Websites. You acknowledge and agree that any such services or products offered for sale on or through any of our OSG Websites will be subject to the purchase/services policies of each such OSG Website and this Agreement. Please ask the website contact person from which you request a quote for or purchase of website sign design and graphic design services or related products for a copy of its purchase/services policies before ordering or purchasing any website sign design and graphic design services or related products. For contact information for our OSG Websites, please contact firstname.lastname@example.org.
- No liability for Unavailability. We shall not be liable if for any reason all or any part of our OSG Websites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of our OSG Websites, or all of our OSG Websites, to users, including registered users.
- Consent to Agreement. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, you hereby agree to the use of electronic signatures, contracts, applications and other records and electronic delivery of notices, policies and records of transactions initiated or completed through our OSG Websites. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You may obtain a copy of this Agreement by printing it now at no additional cost to you or by contacting us at email@example.com. We may charge you up to ten dollars ($10.00) per copy of this Agreement if we send a copy to you.
- Electronic Communications. When you use our OSG Websites or send us e-mails and other communications from your desktop, mobile device or any other device that can access the internet, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, or notices and messages on our OSG Websites. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Links to Third Party Sites and Information. You expressly acknowledge and agree that our OSG Websites may contain links to other web sites not controlled, operated or owned by us, and that certain of our Services on our OSG Websites, such as a general contents page and informational pages (which may include, without limitation, news of interest to users of our OSG Websites, shipper information and our Services) may include materials and information from third parties. You acknowledge and agree that we have no control over such third-party websites and information. Unless otherwise expressly provided by us, we provide no endorsement or representation of any kind regarding the products, services, content or appropriateness of content of such websites, and explicitly disclaim any responsibility for the accuracy, content or availability of the information, products, and/or services found on or through any such linked website. We do not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any such linked website. We cannot guarantee, represent or warrant that the content contained in our OSG Websites is accurate, appropriate to you, and/or inoffensive. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
- We Make No Warranties. Your access to or use of our OSG Websites or our Services or your acquisition of our Products or our Services is at your sole risk. Except to the extent otherwise explicitly stated in writing, our OSG Websites, our Products and our Services are provided on an "as is" and "as available" basis, unless otherwise specified in writing. We do not make any warranties of any kind, express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose or use, any warranties of title, noninfringement, custom, trade, quiet enjoyment, system integration or freedom from computer viruses. Additionally, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our OSG Websites or our Services or items obtained through our OSG Websites or to your downloading of any material posted on our OSG Websites, or on any website linked to our OSG Websites. We do not warrant that our OSG Websites will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected. In addition, we do not warrant that information available on or through our OSG Websites including, without limitation, estimated fees based on user-provided input, any sales transactions page or similar software function, are appropriate, accurate, timely, reliable, useful or available for use in any particular jurisdiction. We do not warrant that our OSG Websites, information, content, materials, products (including software) or other services included on or otherwise made available to you through our OSG Websites or any electronic communications we send (whether directly or through our OSG Websites) are free of viruses or other harmful components. Accessing our OSG Websites from jurisdictions where their contents are illegal is expressly prohibited. In the event of a typographical error relating to price or quantity of an item featured or described on any of our OSG Websites, we reserve the right to refuse to fill any order(s) that rely on such typographical error. All prices and services listed on our OSG Websites are subject to availability and limited quantities. Changes are periodically added to the information herein. We may make improvements and/or changes in our OSG Websites at any time, without prior notice. You acknowledge, by your use of our OSG Websites, that your use is at your sole risk.
- Limitation of Liability. You expressly understand and agree that OSG, OSI, our OSG Websites, our affiliates and subsidiaries, or any of their directors, officers, employees, agents, contractors, vendors, and/or suppliers will not be liable for any damages of any kind arising from your use of or access to our OSG Websites or our Services or from your acquisition of our Products or Services, or from any information, content, material, products (including software) or other services included on or otherwise made available to you on our OSG Websites, including but not limited to any direct, indirect, incidental, special, punitive, consequential or exemplary damages arising out of or in any way related to this agreement or the use of the services or any aspect of our OSG Websites and including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, whether based in tort, contract, negligence, strict liability or otherwise (even if we have been advised of the possibility of such damages). If you are dissatisfied with all or any portion of our OSG Websites, our Products or our Services, or with this Agreement, your sole and exclusive remedy is to discontinue using our OSG Websites, our Products and our Services. To the extent the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, then the aggregate liability of OSG, OSI, our OSG Websites, our affiliates and subsidiaries, or any of their directors, officers, employees, agents, vendors, and/or suppliers for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) arising out of or in any way related to our OSG Websites or this Agreement shall be limited to direct damages actually incurred up to two hundred fifty dollars ($250.00). The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from your use or your inability to use our OSG Websites, Products or Services, or any other matter arising from or relating to our OSG Websites. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
- Limitation on Time to File Cause or Claim. Any cause of action or claim you may have arising out of or relating to this Agreement, our OSG Websites, our Products or our Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is forever barred.
- Indemnity of Us. You agree to indemnify and hold harmless OSG, OSI, OSG's affiliates and subsidiaries, and each of their respective directors, officers, agents, employees, suppliers, vendors, and service providers, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) any aspect of our OSG Websites, our Products, or our Services, any other activities of yours accomplished using our OSG Websites, our Products or our Services, claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that are made by any third party arising out of any Submission, or your violation of this Agreement.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Terms of Sale.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under this Agreement, all Products or Services listed in your order. All of your orders must be accepted by us or we will not be obligated to sell ordered Products or Services to you. We may choose not to accept your orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
- Prices and Payment Terms.
- All prices, discounts, and promotions posted on our OSG Websites are subject to change without notice. The price charged for a Product or Service will be the price advertised on our OSG Websites at the time your order is placed, subject to the terms of any promotions or discounts that may be applicable. All Products and Services and their prices listed on our OSG Websites are subject to availability and may be of limited quantities. The prices charged will be clearly stated in your order confirmation email. Price increases 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, but 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. If a Product's or Service's correct price is higher than our stated price, we will, at our discretion, either contact you to let you know the correct price and give you the opportunity to reconfirm your order or cancel your order and notify you of such cancellation.
- Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Visa, MasterCard, American Express and Discover credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us 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 our OSG Websites at the time of your order.
- Shipments; Delivery; Title and Risk of Loss.
- We will arrange for shipment of our Products or delivery of our Services to you. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
- Title and risk of loss pass to you upon our transfer of the Products to the carrier or delivery of Services to you. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- Customized Products and Services.
- Customized Products and Services, which may include signs and business cards will contain information and graphics that are created by means of computer interaction alone between you and our OSG Websites. As such, you agree that no OSG director, officer, employee, agent, contractor, vendor and/or supplier shall be responsible for monitoring the content of the signs or graphics created or uploaded by you, including during the production process after purchase. You understand and agree that any customized items that are purchased through our OSG Websites will not be checked for content, spelling errors, grammatical errors, logical errors, aesthetic quality, color matching or any other factor that is within your Realm of Control (defined below) through the use of the tools on our OSG Websites. You acknowledge that you have several opportunities during the purchasing process to check your purchase for layout and content and agree that you have done so prior to ordering any customized Product or Service. For the purposes of this section, the term "Realm of Control" means any part of a sign that you may edit, including but not limited to color, font size, font type, font style, font color, position of text, position of graphics, color of graphics, quantity of text, quantity of graphics, spelling of text, use of text, size of graphics, justification of graphics, justification of images, or color of the background.
- Color Matching. We sell our Products and Services through our OSG Websites viewable by computers screens ("Monitors") connected to the Internet. You understand and acknowledge that Monitors may be configured to display images and colors in a variety of ways, both through the use of hardware and software settings. There are many possible settings for Monitors and there is no true uniform standard to which all Monitors conform. Colors may appear differently on different Monitors. While we endeavor to make the colors displayed on the Monitor match as closely as possible to the printed colors, differences between Monitor settings, as well as lights and pigment, make it impossible to guarantee matching colors. As such, you agree that we do not guarantee that the colors as they appear on your computer screen will look the same as the colors as they appear on any purchased Product.
- Materials. We sell Products made out of several different types of materials, including aluminum (0.40 and 0.63), brushed aluminum, PCV, polyethylene, plastic, steel, and polystyrene. You agree that you have read our OSG Websites and/or researched independently and that you know what each of these materials is and what you are buying. We only guarantee that you will receive the materials advertised on our OSG Websites that you purchase. You agree that we are not responsible for Products received that are made of materials thought by you to be something other than advertised on our OSG Websites.
- Uploaded Images. We permit users to upload images onto their signs or other Products through our OSG Websites. You agree that we are not responsible for the quality of the images you upload. We attempt to make a reasonable determination as to the best viewing distance of your image based on the internally stored DPI (Dots Per Inch) contained in the image file. Our OSG Websites assume that 100 DPI is best viewed from 3.5 feet and try to make a best distance estimate based on that assumption. You agree that you alone are responsible for making sure that the quality of the image you are uploading is of high enough quality to be satisfactory to you at the size you select on the sign or Product that you are purchasing. Images are created and stored in a variety of ways, and you agree that we are not responsible for ensuring quality images for any image file format available on our OSG Websites.
- Production Time. We strive to ensure orders will be produced and arrive to you by the guaranteed delivery date as indicated in the order confirmation e-mail. The "date of order" is the calendar date of order if the order is placed before 5:00 pm Eastern Time between Monday and Friday and is considered placed on the next business day if the order is placed between 5:00 pm and 11:59 pm Eastern Time or is placed on any weekends or dates when OSG is closed for business. You agree that it will take at least five (5) business days to produce your order and that it may take longer than five (5) business days depending on the complexity of the order and business volume. Moreover, you agree that our production time may be affected your response time to our inquiries regarding your order.
- Changes to your order. We provide many opportunities to review, revise and cancel the order process before you actually place your order. We are able to offer Products and Services at the present prices due to the efficiency of allowing you to create and modify the Products or Services. You agree that we are not responsible for reviewing, revising or canceling orders, Products, Services or images once an order has been placed. Our employees, officers, owners, agents, contractors, vendors and/or suppliers may revise or cancel an order but are not required or obligated to do so. You agree that you have reviewed your order and that no further additions, corrections or changes need to be made and that your order is final as is.
- Returns and Refunds. Returns and refunds will only be accepted on unused stock Products (i.e., frames, stock riders, etc.). We cannot accept any returns on customized or printed Products. For the return of Products, we will accept, we will refund your purchase price, less the original shipping and handling costs, provided such return is made within thirty (30) days of original shipment or within thirty (30) business days after a Return Merchandise Number ("RMA") has been issued and provided further that any returned Product is in "like new" condition when returned. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. A fifteen percent (15%) restocking fee may apply for returned products. Your refund will be credited back to the same payment method used to make the original purchase on our OSG Websites. Any refunds or credits due will be issued once the original item(s) have been returned, inspected and restocked.
- Copyright Notice and Takedown Policy.
- Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from our OSG Websites infringe your copyright, you may request removal of those materials (or access to them) from our OSG Websites by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
Our designated copyright agent to receive DMCA Notices is:
- Your physical or electronic signature;
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on our OSG Websites, a representative list of such works;
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the written notice is accurate; and
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
2701 Maitland Center Parkway, Suite 110
Maitland, FL 32751
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on our OSG Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
- Counter-Notification Procedures. If you believe that material you posted on our OSG Websites was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter-Notice.
- Your physical or electronic signature;
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which our OSG Websites may be found) and that you will accept service from the person (or an agent of that person) who provided our OSG Websites with the complaint at issue.
Please be aware that if you knowingly materially misrepresent that material or activity on our OSG Websites was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
- Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
- Order of Precedence. This Agreement governs your access to and use of our OSG Websites, our Products and our Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into in writing with us or any of our related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on our OSG Websites, conflicts with any provision of your other written agreements with us or any of our related or affiliated entities signed by us and/or related or affiliated entities or our OSG Websites, and you, the terms of such other agreements will govern.
- Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute shall be resolved in binding arbitration in accordance with the following procedures: (i) the dispute must be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be in Orlando, Florida, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. In addition, all of the following conditions shall apply: The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may, upon request, exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the substantially prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration. Notwithstanding the foregoing, you acknowledge and agree that we may apply to any state or federal court having jurisdiction to (i) enforce the agreement to arbitrate, (ii) seek provisional injunctive relief, without necessity of posting a bond, so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved, or to otherwise to prevent irreparable harm (see the section entitled "Injunctive Relief" below), or (iii) challenge or vacate any final decision or award of the arbitration panel that does not comport with the express provisions of this Section. To the fullest extent permitted by applicable law, no arbitration or case brought in connection with a dispute arising under this Agreement shall be joined to an arbitration or case involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
- Waiver of Jury Trials. You and we are agreeing to give up any rights to litigate claims in a court or before a jury. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, and intentional tort) between you and us arising from or relating in any way to your acquisition of our Products or Services through our OSG Websites, will be resolved exclusively and finally by binding arbitration.
- Injunctive Relief. You acknowledge and agree that any violation of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of the information and/or materials on our OSG Websites and use of our OSG Websites will result in irreparable injury and damage to us that will not be adequately compensable in money damages, and for which we will have no adequate remedy at law. You, therefore, consent and agree that we may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
- Choice of Law and Forum. The provision of our Services and the sale of our Products are controlled by us from within the State of Florida, USA, although it may be accessed and used throughout the world. Subject to Section 33 above, by submitting a registration to us or by accessing or using our OSG Websites or our Services or by acquiring our Products or our Services, you and we each agree that the substantive laws of the State of Florida, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) our OSG Websites, our Products or our Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate state and federal courts located in Orange County, Florida, USA with respect to such matters.
- Adult Use Only. Without limiting the foregoing, none of our OSG Websites, our Products, and our Services are intended for use by or availability to minors. If you are not legally an adult under the law where you live or if you are under 18 years of age, you may not access or use our OSG Websites or our Services. If not legally an adult under the law where you live or if you are under 18 years of age, please immediately discontinue access and use of our Services and our OSG Websites.
- To you. We may provide any notice to you under this Agreement by sending a message to the e-mail address you provide. Notices sent by e-mail will be effective when we send the e-mail. It is your responsibility to keep your e-mail address current.
- To us. To give us notice under this Agreement, you must contact us as follows: (i) by facsimile transmission to (866) 242-3428; or (ii) by personal delivery, overnight courier or registered or certified mail to Oakley Signs & Graphics, LLC, 2701 Maitland Center Parkway, Suite 110, Maitland, FL 32751. We may update the facsimile number or address for notices to us by posting a notice on our OSG Websites. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Miscellaneous Terms. Subject to the terms of this Agreement and our other operating rules and policies for our OSG Websites, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your access to and use of our OSG Websites and our Services and your acquisition of our Products and our Services, superseding any prior agreements between you and us relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of our OSG Websites. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The waiver of any right or provision will be effective only if in writing and signed by our duly authorized representative. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is deemed to be invalid, it shall be deemed severed from the remainder of this Agreement to the extent of such invalidity, and all other provisions shall remain in full force and effect. We may assign our rights and obligations under this Agreement, without notice, to (i) any affiliate of OSG, or (ii) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of OSG or any affiliate of OSG. This Agreement may not be assigned by you without our prior written consent.
If you do not understand the terms and conditions of this Agreement or do not agree to be bound by all of the terms and conditions of this agreement or any other terms that appear on our OSG Websites, you shall not access or use our OSG Websites, and you shall not acquire our Products or Services.
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