Terms of Sale. These Terms of Sale (these “Terms”) are entered into by and between LettrLabs LLC, an Illinois limited liability company ("LettrLabs"), and you, the undersigned customer. By signing these Terms, and/or by purchasing products or services ("Products" and “Services”) from LettrLabs, you agree to be bound by these Terms, which, in connection with the terms of any Purchase Orders, set forth the terms and conditions under which LettrLabs sells and supplies the Products and/or services to you. These terms are also governed by our website Terms of Use linked here and Privacy Policy linked here.
Purchase Orders. You agree to purchase Products and/or Services from LettrLabs as outlined in certain purchase orders or other writings agreed to by the parties from time to time, each referred to as a "Purchase Order". These Purchase Orders shall specify the Products and/or Services to be purchased, quantities, prices, delivery schedules, and other relevant terms and conditions. The terms of each Purchase Order shall be incorporated into and governed by these Terms by reference.
Delivery and Shipping Terms. You are responsible for all delivery costs and charges associated with your order of Products. Unless otherwise agreed, LettrLabs will use a reasonable carrier selected by LettrLabs to deliver the Products. The risk of loss passes to you upon delivery of the Products to the carrier. LettrLabs is not liable for non-delivery due to factors outside of its control. Any liability for non-delivery is limited to replacing Product or adjusting the invoice. For large Product orders with individual letters sent to a number of your customers, LettrLabs cannot guarantee the fulfillment of every single delivery. LettrLabs' obligations are fulfilled upon delivery to the carrier.
Specifications; Quality. LettrLabs will manufacture the Products based on specifications provided by you in the applicable Purchase Order. You must provide accurate and complete information, and LettrLabs is not liable for any defects resulting from incomplete or incorrect information provided by you. Production and delivery timelines are estimates and subject to change, though expedited options may be available. Note, LettrLabs intentionally adds slight variations and imperfections to letters to achieve an authentic hand-written look, and these variations are considered compliant with the Product specifications.
Non-Conforming Delivery. If you find any non-conforming delivered Products, or shortage in delivered Products, you must inform LettrLabs within thirty (30) days, including reasonable documentation of the issue for LettrLabs’ review. If the non-conforming delivery is confirmed by LettrLabs in its sole and reasonable discretion, then LettrLabs will either make up the shortage and pay for expedited shipping, or credit the amount against future orders within sixty (60) days. Note, minor shortages or defects will not be considered a material breach of this Agreement, but will still be remedied by LettrLabs as outlined in this provision.
Cancellation of Purchase Order. Once a Purchase Order is placed, it cannot be refunded or returned, except for in instances of LettrLabs failure to fulfill the order as agreed in the Purchase Order, in which case you will be entitled to the remedies identified above in connection with non-conforming deliveries.
Purchase Price.
LettrLabs will provide Products to you for the “Purchase Price” identified on the Purchase Order, which may be a single or recurring order, as stated in the Purchase Order. Prices are confidential and should not be disclosed to any unrelated party.
LettrLabs reserves the right to change prices for future orders or subscription renewals and will notify you in advance of such changes.
All prices are exclusive of sales, use, and excise taxes, and any other similar charges, which you are responsible for.
You agree not to unreasonably dispute LettrLabs fees for conforming Products and Services.
LettrLabs will bill you for Product at the time each Purchase Order is submitted.
You authorize automatic billing on any stored cards, including for recurring subscriptions. If you join on a free trial, billing will start after the trial.
You must inform LettrLabs of any disputed invoices within 10 days. All charges not disputed will be considered undisputed and must be paid as stated above. You cannot withhold payment due to any disputes.
Subscriptions. Some purchase orders may involve a recurring subscription with a set minimum commitment period, typically quarterly, half-yearly, or annually, as specified in the Purchase Order. In such cases, you must fulfill the entire subscription period and make all associated payments associated with that subscription period. If you terminate the subscription before the end of the minimum period, you are still responsible for paying the remaining balance in full. Subscription renewals will occur automatically for the same duration as the original subscription unless canceled in advance. You may cancel your subscription at any time with at least 30 days' notice before the end of the current period. If there are any inquiries regarding an existing subscription or cancellation, you can contact LettrLabs at Billing@LettrLabs.com.
Advance Deposits and Subscription Pauses. LettrLabs may require you to place advance deposits for certain orders, including subscriptions, and it may require you to replenish such deposits from time-to-time for ongoing subscriptions, as confirmed in the Purchase Order. These deposits are non-refundable. You authorize LettrLabs to automatically charge your card to replenish deposit balance as specified. You may pause subscription services once with at least 30 days notice before the end of the current Subscription Period. The pause may last up to 3 months, with the possibility of additional periods approved by LettrLabs. Upon completion of the pause, services and billing will resume automatically. Any existing deposit can be used for future orders within 365 days from the start of the pause. If you are inactive without any payments or Purchase Orders for 365 days or more, any unused deposit will be forfeited and not refunded.
Intellectual Property Rights.
Intellectual Property Ownership. Both Parties retain ownership of their respective pre-existing intellectual property. This means that no ownership rights are transferred from one Party to the other.
Your Intellectual Property License. You grant LettrLabs a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and display your intellectual property. This license is solely for the purpose of performing under these Terms and providing the Products as described. LettrLabs has the right to use your intellectual property to modify, manufacture, produce, and deliver the Products as per the terms of these Terms. You represent and warrant that you have all necessary rights to license your intellectual property to LettrLabs and that it does not violate any third party's intellectual property rights.
Developed Intellectual Property Ownership. LettrLabs will own all new intellectual property developed in connection with the performance of these Terms and the provision of the Products, excluding your pre-existing intellectual property. LettrLabs grants you a non-exclusive, worldwide, royalty-free license to use this developed intellectual property and any of LettrLab's pre-existing intellectual property, solely for the purpose of using the Products as intended under these Terms.
Restricted Use of Developed Content and LettrLabs Data. You are not allowed to use, license, assign, or sell LettrLab's work product developed under these Terms to create any assets or content independently. This includes using designs or templates for printing or marketing purposes with other platforms or providers without LettrLab's consent. Additionally, you cannot use, license, assign, or share any data provided by LettrLabs for any outside purpose without written consent.
LettrLab's Use of Developed Content. LettrLabs may reuse designs and work product developed under these Terms for services provided to other clients, except for any content that includes your pre-existing intellectual property.
Business Portfolio Usage.You grant LettrLabs the right to reference you, your logo, and LettrLab's services in LettrLabs's business portfolio and marketing materials for promoting their products and services. In the future, both Parties may agree to a detailed case study that includes performance data and other authorized content.
Confidential Information. All information disclosed by LettrLabs or its affiliates to you, whether orally, in writing, or electronically, and marked as "confidential," is solely for the purpose of performing these Terms and must not be disclosed or copied without prior written authorization from LettrLabs. You must promptly return all materials received from LettrLabs upon request. LettrLabs reserves the right to seek injunctive relief if this provision is violated. This provision does not apply to information in the public domain, known to you prior to disclosure, or obtained from a third party on a non-confidential basis.
Disclaimer of Warranty. LettrLabs assures you that the Product will meet its specifications outlined in the Purchase Order and will be free of material defects upon delivery. However, LettrLabs and its affiliates(s) do not provide any other warranties, whether express or implied. This includes but is not limited to any implied warranties of merchantability or fitness for a specific purpose. LettrLabs and its affiliates(s) explicitly disclaim any guarantee of particular marketing performance or profits associated with the use of the Product or Services. Furthermore, LettrLabs is not liable for any damages, delays, or failures in performance caused by the actions or omissions of third-party service providers, such as those managing third-party accounts on your behalf. You acknowledge that LettrLabs is not responsible for the actions or inactions of these third-party service providers. Additionally, LettrLabs warrants that, to the best of its knowledge, the content developed under this Agreement does not infringe upon any intellectual property or other rights of third parties. However, LettrLabs does not guarantee the non-infringement of third-party rights.
Additional Services Terms.
In addition to our Products, LettrLabs offers a variety of Services, including consulting, account management, and design services, and we agree to provide such Services to the extent specified in a Purchase Order.
These Services aim to improve your marketing performance through data analysis, insights, and strategic recommendations.
Our account management services include support and strategy services for direct mail campaigns, such as designing card artwork, copywriting, and copy editing, performing attribution analysis, and preparing automations.
We also provide design services to create custom physical and digital marketing materials.
We are committed to supporting your marketing efforts through these Services, however, we make no warranties or guarantees regarding the accuracy or usefulness of the data provided, and you are ultimately responsible for reviewing and approving all campaign materials and strategies. While we strive for accuracy and efficacy, we will not be liable for any mistakes, oversights, or errors in execution following your review and approval. All Services are provided as-is.
Limitation of Liability. LettrLabs and its affiliates shall not be held liable for any damages incurred by you or any third party resulting from your use of the Product or Services. This includes, but is not limited to, loss of use, revenue or profit, or any other consequential or indirect damages, regardless of whether or not such damages were foreseeable and regardless of whether or not LettrLabs was advised of the possibility of such damages. The total liability of LettrLabs and its affiliate(s) arising from this contract shall not exceed the total amount paid by you for the Products or Services in the Purchase Order associated with such liability. This limitation of liability is an essential part of the agreement between the Parties and reflects the agreed upon allocation of risks. Without this limitation, LettrLabs would not have agreed to provide the Product at the Purchase Price.
Indemnification. Each party (the "Indemnifying Party") agrees to indemnify the other party and their respective officers, directors, employees, and agents (each an "Indemnified Party") from and against any and all liabilities, losses, proceedings, actions, damages and claims (collectively "Losses") that result from any third party claim relating to bodily injury or death of any person or damage to any real or tangible property, to the extent caused by the Indemnifying Party's gross negligence, recklessness, or willful misconduct in the performance of this Agreement. In the event the injury or damage is caused by joint or concurrent negligence of you and LettrLabs, the loss or expense shall be borne by each party in proportion to its degree of negligence.
Representations and Warranties by You. You confirm that you have all necessary rights and authority to enter into these Terms, and that there are no conflicts or legal impediments to you fulfilling your obligations, and that you will comply with all applicable laws related to these Terms. Due to the potentially diverse use of the Products in different jurisdictions and for various purposes, we cannot guarantee absolute compliance with all laws and regulations. Therefore, any representations or warranties regarding compliance are expressly disclaimed by us. It is your responsibility to comply with all relevant laws, regulations, and ordinances when using our Products, including any trade restrictions and anti-bribery laws. In the event that any governmental authority imposes penalties, such as antidumping or countervailing duties, on our Products, LettrLabs reserves the right to terminate this engagement.
Termination. In addition to any remedies that may be provided under these Terms and Conditions, LettrLabs or its affiliates(s) may terminate these Terms with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under these Terms and such failure continues for thirty (30) days after your receipt of written notice of nonpayment; (ii) have not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) become insolvent, file a petition for bankruptcy or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Performance Data. LettrLabs may track and compile its performance and the performance of the Products and services purchased under these Terms. This includes tracking the completion of Product orders placed by LettrLabs's customers, including yourself, and measurable metrics such as effectiveness, business value, and marketing reach (the “Performance Data”). You grant LettrLabs an irrevocable, perpetual, fully paid-up license to use, store, sublicense, reverse engineer, reproduce, display, distribute, and modify the Performance Data for lawful purposes. However,the Performance data will be anonymized, and LettrLabs will not disclose your identity or the identity of your customers as the source of the Performance Data to any third party.
Miscellaneous.
LettrLabs is not liable for any delays or failures in fulfilling its obligations under these Terms due to circumstances beyond its control. These may include acts of God, natural disasters, governmental actions, war, terrorist threats, civil unrest, epidemics, labor disputes, or supply chain disruptions. LettrLabs will not be considered in breach of these Terms and will not be responsible for any resulting damages or losses.
LettrLabs reserves the right to cancel any Purchase Order if you are insolvent, file for bankruptcy, appoint a receiver or trustee, or execute an assignment for the benefit of creditors. We may also require full or partial payment or adequate assurance of performance. Additionally, we reserve the right to suspend our services until payment or assurance is received, and to cancel your credit at any time for any reason.
You may not assign any of your rights or delegate any of your obligations under these Terms without the prior written consent of LettrLabs. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. LettrLabs may freely assign this contract to a successor in interest without any further consents from you.
The relationship of the Parties under these Terms is that of independent contractors. Nothing contained in these Terms and Conditions is intended or is to be construed so as to constitute the Parties as partners, joint venturers, or one Party as an agent or employee of the other Party. Neither Party has any express or implied right under these Terms and Conditions to assume or create any obligation on behalf of or in the name of the other Party, or to bind the other Party to any contract, agreement or undertaking with any third party, and no conduct of a Party shall be deemed to imply such right.
No waiver will be implied from conduct or failure to enforce rights. No provisions of these Terms shall be deemed waived unless such waiver is in writing and signed by the authorized representative of the Party against whom it is sought to be enforced. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the city and county of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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