Terms Of Sale

Red Circle Solutions LLC DBA Poster Studio Express Terms of Sale Agreement

Last revised: September 24, 2026 (Version 2026-09). This revision adopts FOB Destination shipping, a single 30-day return policy for all Products with a 30% restocking fee, Seller-handled defect and damage remedies, and an order-of-precedence rule; see the Store Policies.

Note on Acceptance:
By purchasing any products or services from Poster Studio Express, a DBA of Red Circle Solutions LLC (“Seller”), you (“Buyer”) are automatically entering into and accepting these Terms of Sale. On the online store you confirm acceptance by checking the acceptance box at checkout; on quote and purchase-order sales you accept these Terms as described in Section 3.3. Any references below to “clickwrap” or “electronic acceptance” include that checkbox and any other written or electronic acceptance.

This Terms of Sale Agreement (“Agreement”) is entered into between Poster Studio Express, a DBA of Red Circle Solutions LLC located in North Carolina (“Seller”), and the party purchasing Seller’s products or services (“Buyer”). This Agreement, when accepted via clickwrap or equivalent digital acceptance (now deemed acceptance by purchase), governs all current and future sales of products and services by Seller to Buyer. Seller and Buyer may each be referred to as a “Party” and collectively as the “Parties”.

1. Introduction

1.1 Parties: This Agreement is between Poster Studio Express (Seller) and Buyer. Seller is a provider of large-format poster printing systems and related goods and services. Seller’s offerings include poster printers, laptops, ink, paper, and value-added services tailored primarily for public and private schools.

1.2 Scope: The Parties agree that all purchases of Seller’s products and services by Buyer, whether via purchase order, online order, or other ordering mechanism, shall be subject to the terms and conditions of this Agreement.

2. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

“Products”: All items provided by Seller to Buyer under this Agreement. This includes, without limitation, poster printers, laptops, ink, paper, and any other hardware, consumables, or tangible goods offered by Seller.
“Services”: Any value-added or support services provided by Seller to Buyer under this Agreement. This includes, without limitation, lifetime poster design services, lifetime technical support services, training, installation, maintenance, or any other service offerings.
“Seller”: Poster Studio Express, a DBA of Red Circle Solutions LLC, including its successors and assigns.
“Buyer”: The entity (e.g., school or school district) or individual that purchases and/or uses the Products or Services from Seller, including its authorized representatives and permitted successors.
“Contract Price”: The price(s) for Products and Services as specified in a valid quote, purchase order, or invoice, exclusive of applicable taxes and shipping unless otherwise stated.
“Purchase Order” or “Order”: Buyer’s order or request to purchase certain Products and/or Services from Seller. This includes traditional purchase orders issued by Buyer as well as online orders placed through Seller’s website or e-commerce system.
“Acceptance”: Seller’s acknowledgment of and agreement to fulfill a Purchase Order. Acceptance may be evidenced by Seller’s written or electronic confirmation, fulfillment of the Order, or commencement of delivery of Products or Services.
“Effective Date”: The date on which Buyer accepts this Agreement via clickwrap or other electronic means (now deemed the date on which Buyer’s purchase is made), indicating assent to these terms.
“HP CarePack”: The extended warranty and service program provided by HP Inc. for certain printers, subject to HP’s terms and conditions.
“Lifetime Design Service”: A value-added service provided by Seller involving the creation of custom poster designs for Buyer’s use with Seller’s poster printers, subject to the usage and eligibility limitations set forth in Section 5.
“Lifetime Technical Support”: A value-added service by Seller offering technical support for Seller-provided devices (such as poster printers and included laptops), subject to the limitations in Section 5.
“Abuse”: Misuse or excessive use of Services contrary to the intended purpose or reasonable usage expectations as determined by Seller in good faith (e.g., requesting an unreasonably high volume of custom designs beyond stated limits, using design services for non-Seller printers, or engaging in fraudulent or malicious activities).
“Clickwrap”: A method of digital contract acceptance where a user affirmatively clicks an “I Agree” or similar button to accept the terms of an agreement presented electronically.

Other capitalized terms in this Agreement shall have the meanings ascribed to them in the context in which they are first used or as otherwise defined in this Agreement.

3. Order Process and Acceptance

3.1 Ordering: All purchases of Products or Services by Buyer shall be initiated by placing an Order. Orders can be placed either via Seller’s online store (by adding products to a cart and completing the checkout process) or by submitting a written Purchase Order referencing a valid quote issued by Seller. Each Order should detail the Products and Services requested, quantities, and agreed prices (or reference a valid quote).

3.2 Acceptance of Orders: No Order shall be binding upon Seller until accepted by Seller. Seller may accept an Order by:

(a) Providing written or electronic confirmation to Buyer (such as an order acknowledgment email or invoice); or

(b) Shipping or delivering the Products or commencing performance of the Services, whichever occurs first.

Seller reserves the right to accept or reject any Order in its sole discretion. If Seller rejects an Order, Seller will make reasonable efforts to promptly notify Buyer of the rejection (e.g., due to credit issues, stock unavailability, or other legitimate business reasons).

3.3 Order Formation and Governing Documents: Orders may be accepted by written acknowledgment or fulfillment. Each Order is subject to the governing-document hierarchy and written-acceptance procedure in Store Policies Section 8, incorporated here by reference. Seller objects to additional or different Buyer-document terms (including terms in any Buyer-issued purchase order or procurement portal) except as accepted through that procedure or required by a controlling contract or law. Fulfillment is not intended to accept such additional terms. No unilateral notation in either party’s document establishes an agreed amendment. Applicable law governs formation and the effect of performance where the parties’ writings do not establish agreement.

3.4 Electronic Clickwrap Acceptance: Buyer acknowledges and agrees that this Agreement may be accepted electronically (for example, by clicking an “I Agree” button or checking a box during an online checkout or account registration). Buyer further agrees that such electronic acceptance is valid and binding, and waives any objection to the enforceability of this Agreement on the basis that it was accepted electronically.

4. Delivery and Transfer of Risk

4.1 Delivery Terms: Seller will arrange for the shipment of Products to Buyer’s designated address as specified in the Order. Delivery will be made using Seller’s standard methods unless otherwise agreed in writing. Seller shall use commercially reasonable efforts to deliver Products within any time frame indicated in an Order or Seller’s quote, but any such time frames are estimates and not guaranteed.

4.2 Shipping Costs: Unless expressly stated otherwise in the Order:

Buyer is responsible for all shipping and handling costs associated with delivery of Products. Any shipping charges prepaid by Seller will be invoiced to Buyer or included in the Contract Price.
If the Order qualified for any free or discounted shipping promotion, such promotion applies only to the original outbound shipment. In the event of returns (where permitted under this Agreement), Section 13 will govern responsibility for return shipping costs.

4.3 Destination Delivery; Title; Transit Risk and Claims: All Products, including equipment, parts, supplies, and consumables, ship FOB Destination to the delivery address agreed for the Order. Seller bears transit risk and expense, subject to any shipping charge expressly agreed for the Order, until conforming Products are duly tendered at that destination as required by the Order and applicable law. Inside delivery, unloading, and installation are included only if expressly agreed. Title to physical Products, excluding licensed software and firmware, passes upon destination delivery. For clarity:

Seller will pack and ship the Products in accordance with standard commercial practices.
Seller will file and handle carrier claims for transit loss or damage. Buyer need not pursue the carrier. Seller’s performance of its obligations to Buyer — including any required replacement, refund, or other remedy — is not contingent on carrier reimbursement.
Delivery, a delivery signature, or transfer of title does not by itself constitute acceptance or waive inspection, rejection, revocation, warranty, or other remedies. Risk of loss following nonconforming tender, rightful rejection, or rightful revocation is governed by applicable law.
Seller retains a purchase money security interest in the Products until full payment is received from Buyer, and Buyer agrees to execute any documents reasonably required to perfect such interest.

4.4 Inspection; Damage Reporting; Nonconforming Products: Please inspect Products as soon as reasonably practicable and report visible damage or shortages within five (5) business days after delivery, if practicable. Please note visible damage on the delivery receipt and, when reasonably available, provide photographs, shipping documents, and reasonable assistance with Seller’s carrier claim. Retain damaged Products and packaging reasonably available for inspection until Seller provides instructions, but do not incur material expense without authorization. These requests assist claim handling; the five-business-day period is not a contractual deadline for rejection, breach notice, or warranty claims. Failure to meet that requested period, note damage on a receipt, or preserve packaging does not itself constitute acceptance, forfeit a remedy, or transfer responsibility for the carrier claim to Buyer. Buyer retains applicable rights concerning shortages, concealed damage, and other nonconformities, including inspection, rejection, and revocation of acceptance. Buyer must still give notices required by applicable law within the applicable reasonable time. Signing a delivery receipt acknowledges receipt, not necessarily conformity or acceptance.

4.5 Partial Deliveries: Seller reserves the right to make partial deliveries and invoice for each partial delivery separately. Delay in delivery of any installment will not relieve Buyer of its obligation to accept remaining deliveries, subject to Buyer’s rights under applicable law concerning nonconforming installments and breach of the whole contract.

5. Scope of Services and Acceptable Use

Seller may provide certain lifetime services as value-adds to Buyer’s purchase. These services are described below along with conditions for their use:

5.1 Lifetime Poster Design Service:

Service Description: Seller offers a lifetime poster design service whereby Buyer can request custom poster designs to be created by Seller’s design team. These designs are intended exclusively for use with the poster printers purchased from Seller.
Usage Limitations: Buyer may request up to five (5) custom poster designs per calendar week under this service. Unused design requests do not roll over to subsequent weeks. Seller may, in its discretion, accommodate additional design requests for a given week, but such additional requests are subject to availability and are not guaranteed.
Permitted Use: The designs provided under this service are for Buyer’s internal use with Seller-provided printing equipment. Buyer shall not resell the designs or use them with non-Seller printing devices without Seller’s prior written approval.
Ownership and License: Unless otherwise agreed, Seller retains ownership of any templates or design elements it uses repeatedly. Buyer will have a license to use the specific designs delivered to it for its internal purposes. Intellectual property considerations are further addressed in Section 7.

5.2 Lifetime Technical Support:

Service Description: Seller provides lifetime technical support to Buyer for devices and software provided as part of Seller’s solutions (e.g., poster printers and any included laptops or design software).
Scope of Support: This support covers troubleshooting, usage guidance, and issue resolution for Seller-provided hardware and software. It is accessible via Seller’s customer support channels (e.g., phone or email helpdesk) during Seller’s standard support hours.
Limitations: Lifetime technical support does not cover devices or software not provided by Seller, nor does it cover on-site repairs beyond any on-site warranties provided (such as HP CarePack for printers, which is addressed in Section 6.1). Support is generally provided remotely. In cases where physical repair or replacement is needed, warranty terms or repair services will apply as per Section 6.

5.3 Minimum Purchase Requirement for Lifetime Services:

Ongoing Eligibility: Buyer’s access to the Lifetime Poster Design Service and Lifetime Technical Support (collectively, the “Lifetime Services”) is contingent upon Buyer making minimum ongoing purchases of Supplies from Seller. Specifically, Buyer must purchase at least $250 (USD) per calendar year in ink, paper, or other printer consumable supplies from Seller.
Purchase Tracking: The annual purchase threshold will be measured starting from the date of Buyer’s initial Product purchase from Seller and each one-year anniversary thereafter. Seller may review Buyer’s purchase history. If, by the end of any given year period, Buyer has not met the $250 minimum, Seller reserves the right to suspend or terminate the Lifetime Services.

5.4 Service Suspension or Termination:

For Non-Purchase: If Buyer fails to meet the minimum annual purchase threshold described above, Seller may suspend the Lifetime Services. Seller shall provide Buyer with a written or email notice of suspension, after which Buyer will have a 60-day grace period to place sufficient orders to meet the threshold (retroactively applying to the past year) and request reinstatement of the services. If Buyer meets the requirement within the grace period, services will be reinstated; otherwise, Seller may terminate Lifetime Services for Buyer.
For Abuse: If Seller determines that Buyer is abusing the Lifetime Services (e.g., exceeding reasonable use by demanding far more than 10 designs per week on a repeated basis, using design services for non-Seller equipment, or engaging in improper conduct with support staff), Seller reserves the right to suspend or terminate the affected service. In non-urgent cases, Seller will provide a notice of the issue and a 30-day period to cure the abuse or discuss in good faith a resolution. If Buyer fails to cure the abuse or reach an agreement with Seller, Seller may terminate the service.
Effect of Termination of Services: Termination of Lifetime Services for whatever reason shall not automatically terminate this Agreement or any Product warranties. Buyer will continue to have access to warranty support as provided in Section 6 and may continue to purchase Products and paid services from Seller. Only the complimentary “Lifetime” aspect of the design or technical support service would cease.

5.5 Reinstatement of Services: If Lifetime Services were suspended or terminated due to non-purchase or abuse, Buyer may request reinstatement by:

(a) Fulfilling any missed purchase requirements (e.g., purchasing the required $250 in supplies) if non-purchase was the cause; and/or

(b) Providing reasonable assurances and implementing corrective measures to prevent future abuse.
Seller will evaluate reinstatement requests in good faith but reserves discretion to decline reinstatement or to impose additional conditions (e.g., a probationary period of monitored use).

5.6 Acceptable Use of Services: Buyer agrees to use all Services provided by Seller, including Lifetime Services and any software or online portals, in accordance with all applicable laws and any acceptable use policies that Seller may communicate. Buyer shall not use the Services to infringe intellectual property rights, to transmit malicious code, or for any unlawful, abusive, or fraudulent purpose. Seller may immediately suspend Services (including potentially cloud-based software access) if Seller in good faith believes Buyer’s use poses a security risk, is fraudulent, or illegal, provided that Seller will give notice to Buyer with details of the alleged issue as soon as practicable.

6. Warranties

6.1 Product Warranties:

Printers: Poster printers sold by Seller are typically covered under manufacturer warranties provided by HP (for HP-brand printers) or other manufacturers, often through extended warranty plans like HP CarePack. The exact warranty term and coverage (e.g., on-site service, parts, and labor) are as stated in the warranty documentation provided with the printer or in Seller’s quote or invoice for that product. Buyer is responsible for registering any manufacturer warranties as required (Seller will assist Buyer with information on how to register HP CarePack or similar coverage, if applicable).
Laptops: Any laptop computers provided as part of a package (for design software or printer operation) carry the original equipment manufacturer (OEM) warranty (e.g., Dell, HP) unless otherwise expressly stated in a specific quote or invoice. Seller does not provide additional warranties on laptops unless explicitly noted.
Ink and Paper: Poster Studio Express-brand ink, media, and supplies are warranted by Seller to be free from defects in materials and workmanship for thirty (30) days from delivery. Genuine HP and other third-party consumables carry the manufacturer’s warranty; Seller will replace a defective third-party consumable reported within thirty (30) days of delivery and pursue the manufacturer claim itself. Performance characteristics (such as print quality or yield) are subject to the manufacturer’s specifications. Report any defective consumable to Seller’s support.
Services: Seller will perform any Services in a professional and workmanlike manner. To the extent Services involve specific deliverables (e.g., installation, training, or custom design work), Seller will use reasonable skill and care in delivering those Services. However, Seller makes no warranty that Services will be uninterrupted or error-free, especially in the case of technical support advice or design services which involve creative and subjective elements.

6.2 No Reliance on Marketing Materials: Buyer acknowledges that only the express warranties identified in this Agreement or in a specific Order document (such as a quote or invoice stating a warranty period) are binding. Buyer represents that it has not relied on any other descriptions, demonstrations, or advertisements by Seller, and that such materials (while meant to describe the Products and their potential uses) do not constitute warranties or contractual guarantees. For example, any reference to a “five-year next-day onsite warranty” in promotional content is subject to the terms of the actual warranty plan purchased or included, and any general statement about product capabilities is not a guarantee that the Product will meet all of Buyer’s specific needs except as expressly set forth in this Agreement.

6.3 Warranty Claims Process:

Printers and Laptops: For issues covered under manufacturer or HP CarePack warranties, Buyer should first contact Seller’s technical support or the manufacturer’s support line to troubleshoot the issue. If a hardware defect is suspected, Seller or the manufacturer will guide Buyer through warranty service, which may include on-site repair, mail-in repair, or replacement, depending on the warranty terms. Buyer shall cooperate by providing required information (serial numbers, error messages, etc.) and following instructions to facilitate warranty service.
Consumables: If Buyer believes an ink or media product is defective, Buyer should contact Seller’s support within the warranty period or within a reasonable time of discovering the defect. Seller may request photographs, a print sample, or return of the defective item (at Seller’s cost) for inspection. If a defect is confirmed, Seller will provide a replacement; if a replacement is unavailable or the replacement also fails, Seller will refund the purchase price of the defective consumable to the original payment method.
Services: If Buyer believes that a Service was not performed with reasonable care or per agreed specifications, Buyer should notify Seller in writing describing the issue. Seller will re-perform the Service (or that portion of the Service) to cure any deficiency, provided that the original scope of work included such outcomes. If re-performance is impractical or cannot be done in a commercially reasonable manner, Seller may issue a prorated refund for the portion of Service in question. This re-performance or refund is Buyer’s exclusive remedy for any breach of Service warranty.

6.4 Warranty Disclaimers:

As-Is Provision of Templates: Any AI-generated templates or design materials provided as part of the Products or Services are provided “as-is”. They are examples or starting points and may not be error-free or suitable for every context. Seller makes no warranty that such templates will be appropriate or lawful for Buyer’s specific intended use.
Third-Party Software: Any third-party software included with or recommended for use with the Products (for example, design software, drivers, or cloud services) is subject to that third party’s own license terms and warranties. Seller does not warrant third-party software and disclaims all liability for such software’s performance, errors, or security.
General Disclaimers: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN A WRITTEN WARRANTY ISSUED BY SELLER, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. Where Seller issues a written warranty on a Product (including Seller’s warranty on Poster Studio Express-brand supplies in Section 6.1), implied warranties on that Product are not disclaimed but are limited in duration to the duration of that written warranty, to the extent permitted by applicable law. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Buyer; this warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state. Seller does not warrant that the operation of any Product will be uninterrupted or error-free, or that all defects can or will be corrected.

6.5 No Extension to Third Parties: The warranties given by Seller are for the benefit of the Buyer only. They are not transferable to any end-user or affiliate of Buyer without Seller’s prior written consent. If Buyer resells or transfers a Product to a third party (notwithstanding any resale restrictions in this Agreement), that third party will not have the benefit of any Seller warranty (though they may still benefit from any original manufacturer warranty to the extent it is transferable or available).

6.6 Survival of Disclaimers: The provisions of this Section 6 (and related exclusions or limitations in Sections 10 and 11) shall survive the termination or expiration of this Agreement, meaning that even after the business relationship has ended, the allocation of risk and warranty disclaimers herein remain in effect.

7. Intellectual Property and Content Use

7.1 Ownership of Intellectual Property:

Seller IP: Seller (and/or its licensors, if applicable) retains all right, title, and interest in any intellectual property embodied in the Products and Services, or arising from Seller’s processes and tools. This includes but is not limited to software, documentation, templates, trademarks, service marks, and any proprietary technology provided by Seller. No title to or ownership of any Seller intellectual property is transferred to Buyer under this Agreement.
Buyer IP: Similarly, Buyer retains ownership of any of Buyer’s pre-existing intellectual property or content that it provides to Seller for the performance of Services (for example, if Buyer gives a school logo to incorporate into a poster design, that logo remains Buyer’s property).
Third-Party IP: Products and Services may incorporate third-party intellectual property (for example, licensed design software, clipart libraries, or fonts). Use of such third-party IP may be subject to additional license terms, which Buyer agrees to comply with.

7.2 License to Use Products and Related Software: Where Products include software or firmware (such as printer drivers, design applications, or embedded software in a printer or laptop), Buyer is granted a non-exclusive, non-transferable license to use that software solely in conjunction with the use of the Products and in accordance with any accompanying license terms. Buyer shall not (and shall not allow any third party to) reverse engineer, decompile, or disassemble any software provided, except to the extent such activity is expressly permitted by law notwithstanding this limitation.

7.3 AI-Generated Templates and Content:

As-Is Provision: Any AI-generated poster templates or design content provided by Seller as part of the Services are provided “as-is” for Buyer’s optional use. Seller does not guarantee the originality or legal compliance of such AI-generated content.
No IP Warranty on AI Content: Buyer acknowledges that AI-generated content may inadvertently resemble existing content or include elements not vetted for copyright or trademark conflicts. Buyer assumes responsibility for reviewing any AI-generated template or content before use or publication. Seller strongly encourages Buyer to vet such content, especially if it contains identifiable logos, characters, or text, to ensure that use of the content will not infringe third-party rights.
Permitted Use of AI Content: Buyer may use AI-generated designs for its internal educational and promotional purposes, subject to the restrictions in this Section and Section 5 (i.e., primarily with Seller’s printers and not for resale). Buyer is responsible for final editing and approval of the content.

7.4 Content Responsibility:

Buyer-Provided Content: If Buyer provides content to Seller for inclusion in a design (such as text, images, or logos), Buyer warrants that it has all necessary rights and permissions to use that content and to allow Seller to use and modify it for the purpose of providing the Services. Buyer will not provide any content that is unlawful, defamatory, obscene, or that infringes any third-party rights.
Generated Content Use: Buyer is solely responsible for how it uses any content (including AI-generated templates, designs created by Seller, or third-party templates). This includes compliance with all laws (for example, ensuring student photos used in posters have appropriate permissions, or that content meets school policies). Seller will not be liable for any content decisions made by Buyer.

7.5 Third-Party Terms: Some Products or Services may involve or integrate third-party services or content (for example, cloud-based design libraries, stock imagery, or software suites). Buyer’s use of those third-party elements is subject to those third parties’ terms of service or licenses. Seller is not a party to those third-party agreements and makes no warranties or representations about third-party content or services. Buyer agrees to comply with any such terms and to indemnify Seller for any breach by Buyer of third-party terms that causes liability to Seller.

7.6 Feedback: If Buyer provides any feedback or suggestions to Seller regarding improvements or modifications to Products or Services, Seller may use such feedback freely and Buyer grants Seller a worldwide, perpetual, irrevocable license to incorporate and use such feedback in Seller’s offerings without any obligation of compensation to Buyer. Such feedback will not be considered confidential information of Buyer.

7.7 Trademark Use: Except as necessary for normal operation of Products (e.g., displaying Seller’s logo in an application interface), neither Party is granted any rights to use the other Party’s name, logos, or trademarks without prior written consent. Buyer’s purchase or use of Seller’s product does not entitle Buyer to use “Poster Studio Express” or “Red Circle Solutions” names or logos publicly, except factual references (e.g., in internal asset tags or on purchase records).

7.8 Reservation of Rights: All rights not expressly granted to Buyer in this Agreement are reserved by Seller. Buyer acknowledges that the pricing of Products and Services is based on the limited rights granted herein and the allocation of intellectual property rights and risks as set forth in this Agreement.

8. Indemnification

8.1 Buyer’s Indemnification Obligations: To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller, its parent company (Red Circle Solutions LLC), affiliates, officers, directors, employees, agents, and representatives (each an “Indemnified Party”) from and against any and all claims, liabilities, losses, damages, judgments, fines, penalties, and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or relating to:

(a) Content and IP Claims: Any claim that content provided by Buyer or used at Buyer’s request (including school logos, images, or specific text Buyer asks to include in a design) infringes or violates the copyright, trademark, trade secret, privacy, publicity, or other intellectual property or proprietary rights of any third party.

(b) AI or Template Usage: Any claim or liability arising from Buyer’s use of AI-generated content or templates provided by Seller. This includes, but is not limited to, claims that the content is infringing, inappropriate, or caused any harm or offense.

(c) Software and Data: Any claim arising from the use of third-party software or digital services provided with the Products, including any breaches of third-party license terms by Buyer or any introduction of malware, viruses, or security breaches attributable to Buyer’s actions (e.g., connecting Seller’s equipment to an infected network).

(d) Personal Injury or Property Damage: Any claim for personal injury, death, or property damage to the extent caused by Buyer’s negligence or willful misconduct in the use, misuse, or operation of the Products. For example, if Buyer improperly installs a printer causing it to fall and injure someone, or if Buyer uses materials not approved for the printer leading to a fire or damage, Buyer will indemnify Seller for related claims.

(e) Data and Privacy: Any claim related to Buyer’s collection, use, or handling of data (including student or employee personal information) in connection with the Products or Services. If Seller faces a claim because Buyer failed to obtain necessary consents or violated privacy laws using the Products (e.g., by printing sensitive student data without permission and a breach occurs), Buyer will bear responsibility.

(f) Network Security: Any claims or regulatory penalties arising from breaches of Buyer’s network that impact the Products or any connected services. Seller does not manage Buyer’s network; if a hacker exploits Buyer’s network to compromise a laptop or printer and then a claim is made against Seller (for instance, for not preventing a breach), Buyer will indemnify Seller.

(g) Breach of Agreement: Any claim resulting from Buyer’s material breach of this Agreement, including any misuse of Products in violation of Section 5 (Scope of Services and Acceptable Use) or Section 7 (Intellectual Property and Content Use).

8.2 Indemnification Procedure: If an Indemnified Party receives notice of a claim or lawsuit that it believes is covered by this indemnification clause, the Indemnified Party shall promptly notify Buyer in writing, providing details of the claim. Failure to promptly notify shall not relieve Buyer of its obligations except to the extent the delay prejudices Buyer’s ability to defend the claim. Buyer shall immediately assume the defense of the claim with qualified counsel. The Indemnified Party shall cooperate as reasonably required in the defense at Buyer’s expense. The Buyer shall not settle any claim in a manner that admits fault or imposes obligations on the Indemnified Party without that Party’s prior written consent (which shall not be unreasonably withheld). The Indemnified Party has the right to participate in the defense with counsel of its choice at its own expense.

8.3 Additional Seller Remedies: In addition to the indemnification provided by Buyer, if any use of the Products or Services by Buyer is determined or alleged to infringe third-party intellectual property rights, Seller may, at its own expense and discretion:

(a) Modify the Product or Service to be non-infringing;

(b) Obtain a license for Buyer to continue using the Product or Service

(c) If neither (a) nor (b) is commercially feasible, terminate Buyer’s use of the affected Product or Service and refund to Buyer a prorated portion of the price paid for such item (depreciated over a three-year straight-line schedule for equipment, or, for services, the unused portion of fees paid).

The remedies in this Section 8.3 are in addition to, and not in lieu of, Buyer’s indemnity obligations and Seller’s other rights and remedies.

8.4 Seller’s Indemnification: Seller will indemnify and defend Buyer against any third-party claim that the Products as provided by Seller (excluding any Buyer-provided or requested content, modifications, or combinations with other products not supplied by Seller) directly infringe a U.S. patent or copyright or misappropriate a third party’s trade secret. This obligation is conditioned on Buyer promptly notifying Seller of the claim and allowing Seller to control the defense and settlement of the claim. If such an infringement claim occurs, Seller may take one or more of the actions described in Section 8.3. Seller has no obligation for any claim of infringement arising from Buyer’s use of Products in violation of this Agreement or in combination with items not supplied by Seller. This Section 8.4 states Seller’s exclusive liability, and Buyer’s exclusive remedy, for any intellectual property infringement or misappropriation claims.

9. Payment Terms

9.1 Pricing and Taxes: All prices for Products and Services will be as specified in Seller’s quote or on Seller’s online store at the time of Order, or as otherwise agreed in writing. Prices are typically quoted in U.S. Dollars and do not include taxes or duties unless expressly stated. Buyer is responsible for all applicable taxes, fees, or levies arising from the purchase (excluding taxes on Seller’s income). If Buyer claims a tax-exempt status, Buyer must provide a valid tax exemption certificate prior to Order acceptance; otherwise, Seller will add applicable sales tax which Buyer agrees to pay.

9.2 Payment Due: Payment terms are Net 30 days from the date of Seller’s invoice, unless otherwise agreed in writing by Seller (for example, a quote might specify a different payment schedule for a large order or a deposit requirement for custom items). “Net 30” means the full invoiced amount is due no later than 30 calendar days after the invoice date.

9.3 Payment Methods: Buyer may pay by company check, ACH transfer, or other electronic payment methods accepted by Seller. Seller also accepts credit card payments through its online store and, for certain orders, by invoice. All payments must be made in U.S. Dollars.

9.4 Late Payments:

If Buyer fails to pay any invoice amount in full by the due date, Seller reserves the right to charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the payment due date until the date of payment in full. Interest shall accrue daily and be compounded monthly.
In addition to interest, Buyer agrees to pay all costs of collection incurred by Seller on past due amounts, including reasonable attorneys’ fees, court costs, and collection agency fees, if any.
Seller may, at its discretion, suspend further deliveries of Products or provision of Services (including technical support or design services) until all overdue amounts are paid. Seller may also require payment in advance for future Orders if Buyer’s payment history so warrants.

9.5 Payment Accommodations for Schools: Seller understands that public school systems and some private institutions may have administrative payment cycles that occasionally extend beyond 30 days. As a courtesy (and not as an obligation), Seller may extend a grace period of up to an additional 30 days (for a total of 60 days) to accommodate such delays, provided Buyer communicates in advance about the delay. For example, if a school district’s accounts payable system will issue payment on day 45 due to board meeting schedules, Seller may choose not to assess late fees for that period. However, absent a communicated and mutually agreed extension, Seller is entitled to enforce the standard Net 30 terms.

9.6 Disputed Charges: If Buyer in good faith disputes any portion of an invoice, Buyer must notify Seller in writing before the invoice due date, providing details of the dispute. Buyer may withhold only the disputed portion of the invoice; all undisputed amounts must be paid on time. The Parties will negotiate in good faith to resolve the dispute promptly. Once resolved, any resolved amount shall be paid immediately with any applicable late fee calculated from the original due date (unless the dispute resolution agreement waives or adjusts such fees).

9.7 No Set-off: Buyer shall not withhold payment of any amount due and payable under this Agreement by reason of any set-off, deduction, credit, counterclaim or otherwise, except as may be agreed by Seller in writing or as adjudicated by a court of competent jurisdiction.

9.8 Credit Approval: All Orders are subject to credit approval by Seller. If Buyer’s credit standing or payment history becomes unsatisfactory to Seller, Seller may withdraw or limit the extension of credit, require alternative payment terms (such as payment in advance or COD), or request assurance of payment (such as a letter of credit).

9.9 Electronic Invoicing: Seller may issue invoices electronically (such as via email or an online portal). Buyer agrees to receive invoices electronically and such invoices shall be deemed received when sent to the email or system designated by Buyer.

10. Limitation of Liability

10.1 Indirect Damages Waiver: To the fullest extent permitted by applicable law, in no event will Seller (including its parent, affiliates, and their respective officers, directors, employees, and agents) be liable to Buyer or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever, arising out of or related to this Agreement or any Products or Services provided hereunder. This exclusion of damages includes, without limitation:

Loss of profits, revenue, or business;
Loss of data, use of equipment, or downtime costs;
Business interruption or procurement of substitute goods or services;
Reputational damage or loss of goodwill;
Any damages for personal injury or property damage not caused by Seller’s gross negligence.

These exclusions apply even if Seller has been advised of the possibility of such damages or if such possibility was reasonably foreseeable.

10.2 Cap on Direct Damages: Seller’s total cumulative liability for any and all claims arising from or relating to this Agreement, whether in contract, tort (including negligence), strict liability or under any other legal theory, shall not exceed the total amount paid by Buyer to Seller for the specific Product or Service that gives rise to the claim. If the claim does not relate to a specific Product or Service (for example, a claim arising from the overall Agreement), Seller’s liability shall not exceed the total fees paid by Buyer to Seller under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10.3 Limitations in Essential Purpose: Buyer acknowledges that the pricing and terms of this Agreement reflect the allocation of risk between the Parties and the limitations of liability specified herein. These limitations form an essential basis of the bargain between the Parties, and Seller would not be able to provide the Products or Services on the terms agreed, especially to an education sector client, without such limitations. Buyer specifically understands that Seller is not an insurer of Buyer’s risks, and that for any insurable risks (like property damage or cyber liability), Buyer should maintain appropriate insurance.

10.4 Exceptions: The exclusions and limitations in this Section 10 shall not apply to:

(a) Liability for death or personal injury caused by Seller’s gross negligence or willful misconduct;

(b) Seller’s indemnification obligations under Section 8.4 (infringement indemnity by Seller), which are subject to their own limitations therein;

(c) Any liability which cannot be excluded or limited under applicable law (such as certain implied warranties in jurisdictions that do not allow disclaimer, or statutory liability under product liability laws to the extent applicable).

However, in all such cases, this Section 10 shall be enforced to the maximum extent permitted by law.

10.5 No Double Recovery: In no event shall either Party be liable to the other for damages for the same cause under multiple provisions of this Agreement. The Parties intend that all the various limitations of liability in this Agreement (warranty disclaimers, exclusive remedies, indemnity limitations, and damages exclusions) be cumulative to the fullest extent allowed by law.

10.6 Claims Period: Any claim or cause of action arising out of or related to this Agreement or the use of the Products or Services must be commenced by Buyer within one (1) year after the date the cause of action accrues. If not commenced within such period, such cause of action is permanently barred. This contractual limitations period is intended to provide certainty to dispute resolution and is a condition of the Agreement.

11. Force Majeure

11.1 Definition: “Force Majeure” means any circumstances beyond the reasonable control of a Party, including but not limited to: acts of God (e.g., floods, earthquakes, hurricanes, other natural disasters); pandemics or epidemics (whether declared or not); fire or explosion; war, terrorism, invasion, riot or other civil unrest; governmental actions or orders (e.g., lockdowns, embargoes, trade sanctions); national or regional emergency; strikes, labor stoppages or slowdowns (excluding those involving the affected Party’s own employees); and failures or delays of common carriers, transportation systems, or communication systems; power grid failures or widespread internet outages; shortages or unavailability of raw materials or components from normal suppliers; and any other similar events or circumstances beyond the Party’s control that could not have been prevented by the Party with reasonable precautions or mitigation.

11.2 No Liability for Delays: Neither Party shall be liable for any delay or failure in performing any of its obligations (except payment obligations) under this Agreement if such delay or failure is caused by a Force Majeure event. The time for performance of the affected obligation shall be extended by a period equivalent to the period of delay caused by the Force Majeure event, plus a reasonable recovery period.

11.3 Notice of Force Majeure: The affected Party shall notify the other Party as soon as practicable (and in any event within five (5) business days) after the occurrence of a Force Majeure event that is preventing or delaying its performance, providing details of the nature of the event, its expected duration (if known), and the obligations impacted. The affected Party shall continue to provide updates reasonably informing the other Party of significant developments.

11.4 Mitigation: The Party affected by Force Majeure shall use commercially reasonable efforts to mitigate the impact of the Force Majeure event on its performance and to resume full performance as soon as reasonably possible. This may include sourcing from alternate suppliers, rerouting shipments, or other practical measures, but only to the extent such measures do not impose unreasonable burden or cost on the affected Party.

11.5 Termination for Extended Force Majeure: If a Force Majeure event continues for a period of ninety (90) consecutive days or more, either Party may terminate (without liability) any Order or portion of this Agreement that is executory (i.e., not yet fully performed) upon written notice to the other. In the event of such termination, Seller shall refund any amounts paid in advance for Products or Services not delivered due to the Force Majeure event (less any unrecoverable costs incurred by Seller up to the date of termination), and Buyer shall pay for all Products delivered or Services performed prior to the termination date.

11.6 Exclusion for Payment Obligations: Force Majeure shall not excuse or delay Buyer’s payment obligations for invoices for Products already delivered or Services already rendered. However, if Buyer’s payment facilities (e.g., banks or online systems) are directly impacted by a Force Majeure event (e.g., widespread banking outage due to natural disaster), Buyer shall not be in default for delays caused by such event, provided Buyer makes the payment as soon as feasible after such event has abated.

11.7 Specific Events: For clarity, the following are acknowledged as potential Force Majeure events impacting this Agreement:

Pandemic-related Delays: In the event of a pandemic (such as COVID-19 or similar widespread health crisis) causing factory shutdowns, logistics slowdowns, or restricted site access (for installations or training), both Parties will cooperate and be flexible with schedules and deadlines.
Supply Chain Disruption: Shortages of components (like chips for printers or laptops) globally could delay manufacturing or delivery. Seller will communicate such issues promptly if they arise.
School Closures: If Buyer’s facility is closed due to an emergency (e.g., weather, health orders), Buyer will not hold Seller responsible for inability to deliver or install during the closure, and timelines will shift accordingly.

12. Data Handling and Privacy

12.1 Minimal Data Collection: Seller’s Products (being primarily hardware like printers and ancillary services) generally operate with minimal personal data collection. However, in the course of the business relationship, Seller may collect certain data such as Buyer’s contact information (names of staff, school name, shipping and billing addresses, email addresses, phone numbers) and usage data related to support or services (e.g., design requests history, support tickets).

12.2 Use of Data: Buyer’s data will be used solely for legitimate business purposes, including:

(a) Processing Orders and delivering Products and Services;

(b) Providing support and fulfilling Lifetime Services (maintaining a record of design requests, tracking technical support issues);

(c) Improving Seller’s products and services (for example, analyzing common support questions to improve FAQs or identifying popular design themes for templates);

(d) Sending Buyer communications related to their purchase, such as service updates, training materials, or notices of new features. Marketing communications will be provided in accordance with applicable laws and with opt-out rights.

12.3 No Sale of Personal Data: Seller will not sell or rent Buyer’s personal data to third parties. Data may be shared with third-party service providers strictly on a need-to-know basis to support Seller’s operations (for example, a shipping company will get the school’s address, or a cloud service provider might host design files). All such providers are expected to use the data only to perform services for Seller and not for other purposes.

12.4 Data Security: Seller will implement reasonable and appropriate security measures to protect personal data within its control against unauthorized access, loss, or breach. Buyer acknowledges that no system is completely secure, and agrees that Seller’s obligation is to use commercially reasonable safeguards (such as encryption, access controls, and employee training).

12.5 Buyer’s Responsibilities: If Buyer’s use of the Products involves any collection or handling of personal data (for example, printing student photos or names on posters), Buyer is responsible for ensuring it has the proper rights or consents to use such data. Buyer will comply with all applicable data protection and privacy laws related to the personal data Buyer processes. Buyer will indemnify Seller for any third-party claims or governmental penalties arising from Buyer’s improper use of personal data with the Products, as provided in Section 8.1(e).

12.6 Data Breaches: In the unlikely event of a data breach involving Buyer’s personal data stored on Seller’s systems, Seller will promptly notify Buyer as required by law and provide information on the scope of the breach and steps taken to mitigate it. Seller will cooperate with Buyer’s reasonable requests for information to support any required notifications to individuals or authorities. Conversely, if Buyer experiences a breach that affects Seller (for example, a breach of Buyer’s network that might have allowed access to a Seller-managed device or account), Buyer should promptly inform Seller so that Seller can take appropriate measures.
12.7 Data Retention: Seller will retain data related to Buyer for as long as necessary to fulfill the purposes in this Agreement and for a period thereafter as needed for legal compliance, dispute resolution, or Seller’s legitimate business needs. For example, Seller might retain invoice records for accounting purposes for a number of years, or keep support history to improve service.

12.8 Compliance with School Data Policies: If Buyer is a public school or district subject to specific data privacy rules (e.g., FERPA in the United States for student educational records, or state laws like North Carolina’s student privacy laws), Buyer must notify Seller if any data Buyer asks Seller to handle is subject to those rules. Seller’s standard practice is not to handle any student records aside from incidental data (like a student name on a printed poster which is not stored by Seller). If any Services would involve access to student personal information beyond directory info (for example, if Buyer asked Seller to store a database of student photos for design purposes), the Parties will enter into a separate data sharing or processing agreement as required by law.

12.9 Privacy Policy: To the extent Seller has a published Privacy Policy on its website (for example, covering website usage or online store accounts), that Privacy Policy is incorporated by reference herein to provide further details on data handling practices. In the event of any conflict between this Agreement and the Privacy Policy relating to the sale of Products and Services, the terms of this Agreement shall prevail.

12.10 Indemnity on Data Use: As noted in Section 8, Buyer will indemnify Seller for claims related to data use. This specifically includes any claims that Seller’s use of Buyer-provided data (as instructed by Buyer) infringes the rights of a data subject or violates any data protection law, except to the extent caused by Seller’s breach of this Section 12.

13. Product Returns and Exchanges

13.1 Return Window for Unopened Products: Buyer may request a return for a refund or exchange of unopened and unused Products within thirty (30) days of the date of delivery to Buyer. To qualify:

The Product must be in its original, unopened packaging with all factory seals intact (except for any external shipping box).
Buyer must contact Seller’s customer service to obtain a Return Merchandise Authorization (RMA) number or equivalent approval before returning any Product. Unauthorized returns may be refused.
Once an RMA is issued, Buyer must ship the Product back to the return address provided (typically Seller’s North Carolina facility) within the time frame specified with the RMA (usually within 10 business days).
Buyer is responsible for the cost of return shipping, including appropriate insurance for the value of the Product. If the return is due to a Seller error (e.g., wrong item shipped), Seller will bear or reimburse reasonable return shipping cost as appropriate.

13.2 Restocking Fee: Unless the return is due to a Seller error (including a Seller recommendation or specification error), transit damage, a nonconforming shipment, or a product defect reported within the allowable return period, a restocking fee of thirty percent (30%) of the Product’s purchase price (before tax and shipping) applies to returns of unopened items for a refund. Original shipping charges are non-refundable in the same cases. No restocking fee applies to exchanges for a Product of equal or greater value, or to cancellations before shipment. The fee is stated in the Store Policies and at checkout before purchase.

13.3 Non-Returnable Items: The following items are not eligible for return (except in cases of proven defect and subject to warranty claims):

Opened or Used Products: Any item that has been opened (broken seal) or used (even if still appearing new) cannot be returned for refund. This includes printers that have been powered on and set up, laptops that have been booted or logged into, or ink cartridges that have been unsealed or inserted.
Custom or Special Orders: Items that are custom-built, custom-configured, or not part of Seller’s standard catalog (for example, a specially configured poster printer package or a non-standard quantity of a product) are non-returnable.
Digital Goods: Any software licenses, downloadable content, or digital services that have been delivered/accessed are ineligible for return/refund once delivered.
Consumables: Opened consumable items (like a pack of paper that’s been opened or an ink cartridge that’s been unwrapped) cannot be returned. If defective, they are handled under warranty (Section 6.3).
Clearance or “As-Is” Sales: Any Products sold as clearance, used, or “as-is” with a disclaimer of no returns.

13.4 Defective, Damaged, or Incorrectly Shipped Products:

Buyer should promptly notify Seller’s support of any Product that arrives damaged, is not the Product ordered, or fails within the first 30 days following delivery. Seller will troubleshoot with Buyer to confirm whether the issue is a defect or a configuration issue. Contacting Seller first does not waive any remedy Buyer has against the manufacturer.
Damaged or incorrectly shipped Products: Seller arranges and pays for return shipping, files any carrier claim, and at Buyer’s election ships a replacement or refunds the purchase price in full including shipping and tax.
Printers, laminators, heat presses, and laptops: for a confirmed defect Seller coordinates the manufacturer’s warranty service for Buyer (for HP printers, normally on-site repair after HP’s remote diagnosis, under the HP warranty and any HP Care Pack included with the package), and where Seller can act faster than the manufacturer’s process it may ship a replacement and take back the defective unit. If a Product cannot be made to conform within a reasonable time, Buyer may reject it or revoke acceptance under applicable law and receive a full refund; opening the Product to inspect and test it does not forfeit that right.
Consumables: handled under Sections 6.1 and 6.3 (Seller replaces defective Poster Studio Express-brand and genuine HP consumables reported within 30 days of delivery).
A defect, damage, or wrong-item return is not a “return for convenience”: no restocking fee applies and Seller bears the return shipping. Buyer should obtain an RMA or follow Seller’s instructions for returning the item; Seller may request reasonable diagnostic information (photographs, a print sample, an error message), which is used to confirm the problem and not to deny a valid claim.

13.5 Condition of Returned Items: Buyer is responsible for packaging return items securely to prevent damage in transit. If a returned item is received damaged due to improper packaging by Buyer, Seller reserves the right to decline the refund or adjust the refund amount to account for the damage (and Buyer will have to seek recourse with its shipping carrier).

13.6 Timing of Refunds/Credits: For items that qualify for refund, Seller will inspect the returned item within five (5) business days of receipt and process the refund within five (5) business days after the return is accepted (for cancellations before shipment, within seven (7) business days of the cancellation request). Refund will be issued to the same payment method used by Buyer for the purchase, unless otherwise agreed (or via company check if original method is not feasible to refund). For exchanges, Seller will ship the new item after receiving the returned item (and any difference in price or additional shipping costs will be handled as needed).

13.7 Repair and Replacement After Return Period: After the 30-day return window, Products are generally not returnable except under warranty. Buyer should then rely on the warranty support outlined in Section 6. If multiple repair attempts under warranty fail to remedy a problem, Buyer should work with the manufacturer (or Seller as liaison) on a possible replacement under warranty. Seller will assist in advocating for Buyer in such cases, but replacements after the return window are typically at the manufacturer’s discretion per warranty terms.

13.8 Exclusive Remedy: Except as otherwise provided in this Agreement, the remedies set forth in this Section 13 (refund or replacement, as applicable) are Buyer’s sole and exclusive remedies for any claim relating to Product returns or defects discovered upon initial use, subject to Buyer’s rights under applicable law where an exclusive or limited remedy fails of its essential purpose and to Buyer’s rights of rejection and revocation of acceptance. Once the return period lapses, Buyer must use warranty or service contract remedies.

14. Scope of Sale: What’s Included and Not Included

14.1 Written Quote or Invoice Governs: Seller’s obligation to provide Products and Services is strictly limited to what is expressly listed on a dated and numbered quote, Order acknowledgment, or invoice. Any item or feature not specifically itemized is not part of the sale. Buyer acknowledges that it is not relying on any statements, illustrations, or implications from marketing materials or discussions that are not explicitly confirmed in the Order documentation.

14.2 No Implied Accessories or Services: If a particular accessory, component, or service is important to Buyer, Buyer must ensure it is included in the written quote or Order. For example:

If a laptop is needed to design posters, and it is not listed as included in the package on the quote/invoice, then it is not provided.
If on-site installation or training is expected by Buyer, it must appear on the quote/invoice; otherwise, the sale is presumed to be product-only (with remote support available).
If ongoing content updates or template libraries are desired, they should be written into the Order or this Agreement; otherwise, Buyer gets only what is described.

14.3 Changes and Custom Agreements: If Buyer and Seller negotiate any deviations or additions (for instance, “Seller will include 5 free poster templates beyond the standard offering” or “Seller will customize the printer housing with school colors”), such modifications must be put in writing (email confirmation from Seller or updated quote) to be enforceable. Verbal promises or email discussions that are not formalized into the Order terms are not binding.

14.4 Future Functionality: Seller is continuously improving its offerings, but Buyer’s purchase decision should be based on the current features and terms of Products and Services at the time of order. Buyer understands that no future features or upgrades (except those explicitly included, like software updates if provided under support) are guaranteed. Similarly, any roadmap or future functionality discussions are for informational purposes and not a commitment.

14.5 Marketing Materials: Catalogs, brochures, website content, and advertisement descriptions are meant to generally describe Products and Services. They are not part of the contract of sale. Only the specific parameters

and deliverables in the Order documentation form the basis of the sale. Buyer acknowledges it has had the opportunity to clarify any questions about what is included by reviewing the quote/invoice or asking Seller before accepting the Order.

14.6 Integration: This Section 14 works in concert with Section 17 (Entire Agreement). Both Parties confirm that this Agreement, including what is expressly included in an Order, constitutes the entire understanding of what Buyer is purchasing. Buyer is not relying on any expectation of receiving any product feature or service element not expressly stated.

15. Termination

15.1 Termination by Seller:

For Convenience: Seller may terminate this Agreement (or any individual Order) for convenience at any time by providing written notice to Buyer. If Seller terminates for convenience, it will fulfill any Orders already accepted or promptly refund Buyer for any payments for which Products/Services will not be delivered due to termination.
For Cause (Breach by Buyer): Seller may terminate this Agreement or any Order, effective immediately upon written notice to Buyer, if Buyer materially breaches this Agreement or any Order and fails to cure such breach within thirty (30) days after receiving written notice of the breach from Seller. Material breaches include, but are not limited to, failure to pay undisputed amounts when due (subject to any grace period in Section 9.5), violation of intellectual property provisions, or misuse of Services constituting abuse under Section 5.
Service Abuse / Purchase Threshold: As noted in Section 5.4, Seller may terminate Lifetime Services for abuse or failure to meet the purchase threshold. Such termination of services does not necessarily terminate the entire Agreement or Buyer’s right to use Products, unless the nature of the abuse constitutes a breach of the Agreement itself. However, in egregious cases (e.g., Buyer’s misuse of Services causes significant harm), Seller may consider it a breach and terminate the Agreement for cause.

15.2 Termination by Buyer:

For Cause (Breach by Seller): Buyer may terminate this Agreement or a specific Order in the event of a material breach by Seller that is not cured within thirty (30) days after Buyer provides written notice describing the breach. For example, if Seller fundamentally fails to deliver Products or Services substantially in accordance with the Order terms and this Agreement, and does not remedy this failure in the specified cure period, Buyer could terminate and receive a refund for any undelivered Products/Services paid for.
Non-Appropriation (for Public Schools): If Buyer is a public entity (like a school district) and funding for any Orders or this Agreement is withdrawn, curtailed, or not appropriated, Buyer may terminate the affected Order(s) by providing written notice and documentation of the funding issue. In such case, Buyer agrees not to reorder similar Products/Services from another vendor for a set period (usually the term of the original Order) as a protection to Seller, unless the funding is restored. (This clause is optional and only applicable if Buyer’s procurement rules require it.)
Convenience/Non-Renewal: Buyer can terminate this Agreement for convenience by giving at least sixty (60) days written notice. However, any pending Orders at the time of notice will still be fulfilled under this Agreement, and the terms of this Agreement remain applicable to those Orders. Termination for convenience by Buyer will mean that no new Orders will be placed under this Agreement after the notice period, but it does not entitle Buyer to cancel Orders accepted before the notice without Seller’s agreement (see also cancellation rules in Section 3 and 13).

15.3 Effect of Termination:

Upon termination of this Agreement, no further Orders will be accepted under it. However, any existing obligations (e.g., open invoices, undelivered Products on a purchase order, active warranties) shall continue to be governed by this Agreement until fulfilled or otherwise resolved.
Payment Upon Termination: Buyer shall pay Seller for all Products delivered and Services performed up to the effective date of termination, including any work in progress that cannot be cancelled or materials purchased for undelivered orders that were not cancellable. If Buyer terminates for Seller’s breach, and Seller has partially fulfilled an Order, Buyer and Seller will negotiate a fair apportionment of payment for the value received versus refunded for the portion not delivered.
Return of Confidential Information: Each Party shall return or destroy (at the other Party’s option) any confidential or proprietary materials of the other obtained during the performance of this Agreement, except that Seller may retain Buyer’s contact information and sales records for record-keeping and compliance purposes, and Buyer may retain any documentation or software that was provided as part of delivered Products for use of the Products.
Surviving Provisions: The provisions of this Agreement which by their nature are intended to survive termination or expiration (including but not limited to payment obligations, warranty disclaimers, intellectual property rights, indemnification, limitation of liability, and governing law/dispute resolution clauses) shall survive and remain in effect. Specifically, Sections 6.4, 7, 8, 9 (obligations to pay accrued but unpaid amounts and any interest), 10, 12, 15.3, 16, and 17 shall survive any termination or expiration of this Agreement.

15.4 Remedies Not Exclusive: Termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

15.5 No Further Liability: Except as needed to enforce rights or obligations surviving termination, neither Party shall be liable to the other for any damages solely on account of terminating this Agreement in accordance with its terms. This means, for example, that if a Party has a right to terminate and does so properly, the other Party cannot claim damages just because the Agreement or Order was terminated (though they can still claim for breaches that occurred prior to termination).

16. Governing Law and Venue

16.1 Governing Law: This Agreement and all matters arising out of or relating to it (including any Orders and any disputes) shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement.

16.2 Jurisdiction and Venue: The Parties agree that any legal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state courts of Iredell County, North Carolina, or (if federal jurisdiction exists) the United States District Court for the Western District of North Carolina. Each Party irrevocably submits to the personal jurisdiction of such courts and waives any objection on the grounds of venue, forum non-conveniens, or any similar grounds.

16.3 Service of Process: Each Party agrees that service of any process, summons, notice, or document by U.S. certified mail or recognized international courier (with confirmed delivery or tracking) to the address of the other Party set forth in the Order or at such other address as formally notified shall be effective service of process for any action, suit or proceeding in North Carolina with respect to any matters to which it has submitted to jurisdiction as set forth above.

16.4 Injunctive Relief Exception: Notwithstanding the above jurisdiction clause, either Party may seek injunctive relief or a temporary restraining order in any competent jurisdiction to address an intellectual property breach or confidentiality breach, if any, as those may require immediate action to prevent irreparable harm. However, the merits of the case shall still be resolved in the stipulated North Carolina courts.

16.5 Attorneys’ Fees: In any dispute arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party, except to the extent that North Carolina law prohibits or deems unenforceable the recovery of attorneys’ fees in the context of this type of contract. (Note: North Carolina has specific statutes about attorneys’ fees in certain business contracts. The Parties intend that this clause be interpreted in a manner consistent with such law.)

16.6 Public Entities: If Buyer is a state, school district, or other governmental entity, the mandatory public-entity law of Buyer’s state controls over the governing-law, venue, arbitration, limitation-of-liability, indemnification, and automatic-renewal provisions of this Agreement to the extent they conflict, and the remaining enforceable provisions continue to apply. Where a cooperative purchasing contract that binds Seller for the Order fixes law, venue, or dispute-resolution terms, that contract governs. Any multi-year service or support arrangement with a public entity is subject to appropriation of funds and does not renew automatically. Buyer represents that the individual placing the Order has the authority to do so under Buyer’s procurement rules.

17. Entire Agreement and Miscellaneous

17.1 Entire Agreement: This Agreement, including any exhibits or addenda hereto and any Purchase Orders, quotes, or schedules expressly incorporated by reference, constitutes the entire agreement between Seller and Buyer with respect to its subject matter, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. This means that any prior statements (including those in marketing materials, emails, or conversations) that are not included in this Agreement or a signed writing referencing this Agreement are not binding.

17.2 Amendments: No amendment or modification of this Agreement shall be valid unless it is in writing and signed or explicitly agreed (including via electronic acceptance) by authorized representatives of both Parties. This includes any change to terms via a new online clickwrap that references this being an update to the Agreement, or a manually signed amendment document.

17.3 Waiver: No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement 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.

17.4 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the offending provision shall be stricken or modified to the minimum extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect. In such case, the Parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the Parties (as evidenced by the stricken provision) and allocate risks in a similar manner.

17.5 Assignment: Buyer may not assign or transfer this Agreement or any rights or obligations hereunder (whether by operation of law, change of control, or otherwise) without the prior written consent of Seller, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void. Seller may assign this Agreement or any of its rights or obligations to an affiliate or to a successor in interest (such as a purchaser of Seller’s business unit relating to this Agreement) upon notice to Buyer. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.

17.6 Relationship of Parties: The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Parties. Neither Party has the authority to bind or act on behalf of the other Party without express written consent.

17.7 No Third-Party Beneficiaries: This Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. (For avoidance of doubt, even though certain provisions like indemnities extend protections to affiliates and agents, such third parties are not Parties to this Agreement with independent enforcement rights except as permitted under law through the contracting Party.)

17.8 Notices: All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing. Notices to Seller shall be sent to Poster Studio Express (Red Circle Solutions LLC) at its then-current main business address (currently PO Box 68, Davidson, NC 28036 for mail, or the physical address 110 Exmore Rd., Suite 2, Mooresville, NC 28117) with a copy to an email address if provided (e.g., contracts@redcirclesolutions.com if available). Notices to Buyer shall be sent to the address and/or email on file for Buyer (such as on the latest Purchase Order or account registration). Notices will be deemed given:

if delivered personally, when received;
if sent by a reputable overnight courier, on the date of delivery confirmation;
if mailed via certified mail (return receipt requested), on the date of receipt as signed;
if emailed, on the date the email is sent (provided no bounce or error message is received, and a copy is also sent by one of the other methods as backup).

17.9 Headings; Interpretation; Priority: Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. “Including” means “including without limitation” unless otherwise specified. Any reference to statutes or regulations shall include any amendments thereto or successor laws/regulations. Conflicts among Order documents are resolved exclusively under Store Policies Section 8. An Order or exhibit does not override another governing document merely by stating that it does; departures require the acceptance specified in Store Policies Section 8, unless a controlling contract or law provides otherwise.

17.10 Execution and Acceptance: This Agreement may be accepted in counterparts by different electronic acceptances linked to the same Agreement reference, and together such acceptances shall constitute one and the same instrument. A facsimile, PDF, or other electronic copy of a signature or acceptance (such as a check box and “I Agree” button) shall be deemed an original for all purposes. By clicking to accept this Agreement, Buyer acknowledges that it has reviewed and agrees to all the terms and conditions above, and that the individual accepting has the authority to bind Buyer to this Agreement.

End of Terms of Sale Agreement (revised September 24, 2026)

By completing your purchase from Poster Studio Express, you acknowledge that you have read and agree to be bound by all of the terms and conditions set forth above.