TERMS OF SALE
Last Modified: April 7th, 2021
ACCEPTANCE OF THE TERMS OF SALE
These terms of sale are entered into by and between you (collectively with your officers, directors, employees, agents, and representatives, “you” and “your“) and Logistis for Designers for Designers. (“Company”, “Logistis for Designers for Designers”, “Logistis for Designers”, “we”, “our” or “us”). Subject to the terms of any other applicable written agreement.
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Sale” or “Terms”), govern your purchase of Services (defined below) from Logistis for Designers via this website. These Terms establish the rights, obligations, and remedies of you and us, form the entire agreement between you and us, and apply to all transactions between you and us unless otherwise speciﬁcally agreed to in writing by both parties.
Please read the Terms of Sale carefully before completing a purchase. By submitting your order, clicking to accept or agree to the Terms of Sale when this option is made available to you, or accepting or using our Services, you accept and agree to be bound and abide by these Terms of Sale. If you do not want to agree to these Terms of Sale, you may not place an order for Services.
This website is offered and available to users who 18 years of age or older and reside in the United States or any of its territories or possessions. By submitting an order for Services from us, you represent and warrant that you are of legal age to form a binding contract with us and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you may not place an order for our Services.
CHANGES TO THE TERMS OF SALE
We may revise and update these Terms of Sale from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all transactions thereafter.
Your purchase of Services following the posting of revisions to these Terms means that you accept and agree to the changes. You are expected to check these Terms from time to time so you are aware of any changes, as the Terms in place at the time you make a purchase are binding on you.
SERVICES AND FEES
You agree to pay us any applicable fees (the “Fees”) for any of our paid services (“Services”) that you purchase through the website. The applicable Fees are set forth alongside the Services offered on the website and during the online checkout process. We reserve the right to change the Fees at any time at our discretion by providing thirty (30) days prior notice. You will be responsible for the Fees stated at the time of your transaction, as well as any applicable sales, use, excise, and related taxes. By paying any such payment, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. Failure to pay the Fees will result in the termination of your Services.
You also agree that:
- Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
- We may store and continue billing your payment method even after it has expired, to (1) avoid interruptions in your Services, (2) to use to pay for Fees for other Services you may request or otherwise buy from us, and (3) to use to pay for billable expenses incurred by Logistis for Designers and that are necessary for us to provide the Services you have requested or otherwise purchased from us, including, but not limited to, any state or federal filing fees.
- Your payment method will be automatically charged at the start of each billing period for (a) the Fees and taxes applicable to that billing period, and (2) any unpaid Fees accrued during the previous billing To avoid future charges, cancel before the renewal date for the next billing period.
- All Fees or other charges paid for Services, including partially used periods and bank/merchant fees, are non-refundable.
- We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
All late payments shall bear interest at the lesser of the rate of four percent (4%) per month or the highest rate permissible under California law, calculated daily and compounded monthly. You shall also reimburse Logistis for Designers for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Logistis for Designers reserves the right to halt performance of Services and withhold Deliverables (defined below) in the event of any late payment by Client, and you agree that this shall in no way constitute a breach of these Terms by Logistis for Designers.
You acknowledge that you are responsible for performing your obligations under the Terms in a reasonable and timely manner. Logistis for Designers is not responsible for any delays in providing the Services due to your failure to meet your obligations under the terms. You agree that you will:
- Designate one of your employees or agents to serve as your primary contact with respect to these Terms and to act as your authorized representative with respect to matters pertaining to these Terms (the “Client Contact”), with such designation to remain in force unless and until a successor Client Contact is appointed.
- Require that the Client Contact respond promptly to any reasonable requests from Logistis for Designers for instructions, approvals, or information, including, but not limited to, any accounting records, check registers, bank statements, or invoices (“Client Content”) required by Logistis for Designers to provide the Services, in forms as stated by Logistis for You acknowledge and agree that you shall be solely responsible for the reliability, accuracy, and completeness of Client Content supplied to Logistis for Designers by you. Logistis for Designers shall not be held responsible for the production of inaccurate financial statements, records and billings, or any other Deliverables due to inaccuracies in client Content. You acknowledge that any advice we provide to you in connection with the Services pertains only to the facts as we understand them based on your representations and Client Content that you provide to us.
- Cooperate with Logistis for Designers in its performance of the Services and provide access to your employees, contractors, and documents as required to enable Logistis for Designers to provide the Services.
- Comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available to Logistis for Designers any of your sensitive or confidential information, including, but not limited to, passwords, PINs, or other user identification and account access credentials or passwords (“Personal Information”), and not provide Logistis for Designers or any of Logistis for Designers’ employees, agents, or associates with any Personal Information by which any funds or monies may be directly assessed.
- Take all steps necessary, including obtaining any required licenses or consents, to prevent delays in Logistis for Designers’ provision of the Services and not take any actions that would inhibit or impair Logistis for Designers’ ability to render the Services.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- You have the full right, power and authority to agree to these Terms and to perform your obligations hereunder;
- All information and materials you provide to Logistis for Designers will be accurate and complete, will comply with all applicable laws, statutes, and regulations, and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party; and
- If you are making a purchase on behalf of an organization or business entity, this transaction has been duly authorized by all necessary corporate or other necessary action.
You agree that all intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to you under these Terms or prepared by or on behalf of Logistis for Designers in the course of performing the Services, (collectively, the “Deliverables”) except for any of your Confidential Information or Client Content, shall be owned by Logistis for Designers.
Our name, the terms Logistis for Designers and Logistis for Designers for Designers, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Logistis for Designers or its affiliates or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.
All Client Content shall remain your sole and exclusive property, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. You hereby grant to Logistis for Designers a limited, non-exclusive, non-transferable, non-sub-licensable, and non- assignable royalty free license to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to you under these Terms, and on a perpetual and worldwide basis to use and display your name and likeness on Logistis for Designers’ website for the sole purpose of promoting Logistis for Designers’ business.
In the event that you require us to use an email address originating from you own web domain (e.g., “firstname.lastname@example.org” or “email@example.com”) in the course of our provision of Services, you agree that Logistis for Designers has the right to add our logo and email address in the signature of any such email and, if required, that you will provide us with any permissions required to do so.
From time to time during the term of this agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this section; (b) is or becomes available to the Receiving Party on a non- confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.
You will defend, indemnify and hold harmless Logistis for Designers and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (i) damage to real or tangible, personal property resulting from your acts or omissions; (ii) your failure to make any required tax filing or satisfy any of your tax obligations; or (iii) the breach of any of your representations, warranties or obligations under these Terms, including, without limitation, any failure by you to comply with any of your obligations under the section titled “Your Responsibilities”.
TERMINATION AND SURVIVAL
Termination for Convenience. Either you or Logistis for Designers may terminate this agreement at any time without cause, and without incurring any additional obligation, liability, or penalty, by providing at least ten (10) business days’ prior written notice to the other party. You will not receive a refund for the pre-paid month of service.
Termination for Breach. Logistis for Designers may terminate this agreement, effective immediately upon written notice to you, if you:
- Materially breach these Terms, and such breach is incapable of cure, or with respect to a material breach capable of cure, you do not cure such breach within ten (10) days after receipt of written notice of such breach.
- Become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing.
- Have entered into this agreement on behalf of a business entity and that business entity is dissolved or liquidated or takes any corporate action for such purpose.
Termination for Non-Payment. Notwithstanding anything to the contrary, Logistis for Designers may terminate this agreement immediately on written notice if you fail to pay any amount when due hereunder.
No Refunds. In the event of termination of this Agreement for any reason, you understand and agree that Logistis for Designers shall not issue any refunds for any fees paid by you up to and including the date of termination, including any fees paid in advance for Services not yet rendered as of the date of termination.
Survival. The rights and obligations of the parties set forth in this section, and any right or obligation of the parties in these Terms which, by its nature, should survive termination or expiration of these Terms, will survive any such termination or expiration of these Terms.
WARRANTIES AND DISCLAIMER
LOGISTIS FOR DESIGNERS WARRANTS THAT ALL SERVICES WE PROVIDE SHALL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER WITH QUALIFIED PERSONNEL. LOGISTIS FOR DESIGNERS MAKES NO OTHER WARRANTIES REGARDING THE SERVICES OR THE RESULTS OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOGISTIS FOR DESIGNERS EXPRESS DISCLAIMS ALL WARRANTIES AS TO THE SERVICES PROVIDED HEREUNDER.
LOGISTIS FOR DESIGNERS 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 THIS WEBSITE OR ANY SERVICES OBTAINED THROUGH THIS WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THIS WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THIS WEBSITE IS AT YOUR OWN RISK. NEITHER LOGISTIS FOR DESIGNERS NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THIS WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER LOGISTIS FOR DESIGNERS NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THIS WEBSITE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THIS WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
During the provision of Services, Logistis for Designers may recommend the purchase and/or installation of computer hardware, software, communications or services (collectively, the “Third- Party Products”) by you. Logistis for Designers does not manufacture or control any Third-Party Products. Logistis for Designers’ recommendation of any Third-Party Products does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, Logistis for Designers does not provide any warranties with respect to the Third-Party Products. However, Third-Party Products may be covered by a manufacturer’s or vendor’s warranty.
You affirm that Logistis for Designers for Designers shall not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out of the manufacturer’s or vendor’s failure to honor its warranty obligations to you.
LIMITATION OF LIABILITY
In no event shall Logistis for Designers be liable to you or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Logistis for Designers has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
In no event shall Logistis for Designers’ aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to Logistis for Designers pursuant to the applicable statement of work.
The foregoing does not affect any liability that cannot be excluded or limited under applicable law. Any cause of action or claim you may have arising out of or relating to these terms of sale must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
No Obligation to Audit or Verify. Logistis for Designers shall have no obligation to adjust your records to reflect Generally Accepted Accounting Principles (“GAAP”). Logistis for Designers will not audit or verify any Client Content or any other data or documents provided by you. All reports provided by Logistis for Designers shall be unaudited and shall be provided for your internal management use only. You understand and agree that Logistis for Designers (i) has not been engaged to discover errors, misrepresentations, fraud, illegal acts or theft, (ii) shall not implement any procedures or provide any Services designed or intended to discover such acts, and (iii) Logistis for Designers has no responsibility to do so implement any such procedures in the future.
No Financial Planning or Legal Advice. Neither Logistis for Designers nor its employees, representatives, or other agents are certified financial planners, investment consultants, financial advisors, or attorneys and any views expressed by Logistis for Designers on such matters do not represent investment or legal advice. Logistis for Designers shall not provide any legal services.
No Decision-Making Authority. Logistis for Designers shall not have any decision-making or check- signing authority on behalf of your behalf. Logistis for Designers shall pay bills via third-party providers only with your express approvals in each instance and shall have no authority to pay or cause to be paid any bills without such approvals.
No Tax Filing. Logistis for Designers shall have no obligation or responsibility to prepare or file any local, state, federal or other tax returns or other tax filings on your behalf unless and until they have been reviewed and approved by you for filing. By approving any such filing, you are representing and warranting that the information in that filing is accurate, complete, correct, and true. We shall not be held liable for any unpaid or late taxes that are associated with your failure to make any such filings, to satisfy any tax obligations, or arising out of any inaccuracies in any filing you have approved. In the event that you provide us with multiple reports or documents that contain inconsistencies or discrepancies, we reserve the right to make final decisions in our sole discretion as to how to account for any such discrepancies in the process of providing the Services you have requested from us.
Payroll Services. You acknowledge and agree that you shall be solely responsible for the reliability, accuracy, and completeness of any payroll information you provide to us. Logistis for Designers shall not collect or pay any payroll taxes on your behalf. In the event that Logistis for Designers becomes aware that you are intentionally withholding payment for outstanding payroll taxes, Logistis for Designers reserves the right to halt performance of Services and/or terminate these Terms and this shall in no way constitute a breach of these Terms by Logistis for Designers.
No Obligation to Archive. Logistis for Designers shall have no obligation to retain or archive any of the Deliverables or any other records relating to the Services produced in connection with these Terms. In the event of an audit or examination, you shall be solely responsible for providing records to the requesting party.
Consent to Record. Each Party hereto consents to the monitoring or recording, at any time and from time to time, by the other Party of any and all communications between officers, directors, employees, and other agents of the Parties, waives any further notice of such monitoring or recording, and agrees to notify its officers, directors, employees, and other agents of such monitoring or recording.
Entire Agreement. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Notices. Notices shall be in writing. Unless otherwise agreed herein, all Notices must be delivered by email (with confirmation of transmission). Except as otherwise provided in these Terms, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments. No modification, amendment, waiver or other change of any provision of these Terms shall be binding on Logistis for Designers without our written consent.
Waiver. No waiver by any party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. You may not assign, transfer, delegate, or subcontract any of its rights or delegate any of your obligations under these Terms without the prior written consent of Logistis for Designers.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Choice of Law. These terms and all related documents are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Terms in any forum other than a court of competent jurisdiction in the County of Santa Barbara, California. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such court.
Force Majeure. Logistis for Designers shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any of its obligations under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Logistis for Designers 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 or pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s 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.
YOUR COMMENTS AND CONCERNS
All feedback, comments, requests for technical support, and other communications relating to your purchase of Services should be directed to:
Logistis for Designers for Designers firstname.lastname@example.org