1. Acknowledgment and Acceptance of Terms. You agree to be bound by the following Terms and Conditions of Exora, LLC, an Ohio limited liability company (the “Company”), as may be amended from time to time (these “Terms and Conditions”), in their entirety, when you: (a) access or use the Company’s website exorasports.com or any other online Company platform (collectively, the “Site”); (b) access and/or view any of the video, audio, stories, text, photographs, graphics, artwork, interfaces, trademarks, logos, sounds, music, computer code and/or other content (collectively, “Content”) featured on the Site; and/or (c) create an account, either on the Site or through other methods of direct contact with the Company to purchase any custom jerseys, uniforms, apparel kits, or any other sports ware or products or Services offered by the Company from time to time (collectively, the “Services”). If you do any of the foregoing on behalf of a business, you represent and warrant to the Company that you have the authority to bind that business to these Terms and Conditions.
2. Agreement. The Company’s Privacy Policy available at: exorasports.com as may be amended from time to time (the “Privacy Policy”), and any and all other applicable operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published on the Site, or which you may be otherwise notified of in writing, from time to time, are expressly incorporated in these Terms and Conditions by reference (collectively, the “Agreement”). By using the Site and/or the Services, you agree to comply with and be bound by the Agreement in its entirety. PLEASE REVIEW THE TERMS OF THE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE AGREEMENT IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE SITE OR SERVICES IN ANY MANNER OR FORM.
3. Conditions. As a condition of your use of the Site and/or Services, you agree you will: (i) not upload, post, email, transmit, disseminate, or otherwise make available (“Provide”) any Content that is in violation of any applicable copyright law, trademark law, or any other law protecting intellectual property in any jurisdiction, or that violates an individual’s right to publicity or privacy; (ii) not use the Services to harass, threaten, impersonate, or intimidate anyone; (iii) not Provide any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (iv) not Provide any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation; (v) not Provide any worms or viruses or any code of a destructive nature; (vi) not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof; (vii) comply with all applicable laws of the United States and the laws of the State of Ohio (including but not limited to intellectual property laws); and (viii) not use the Site and/or Services for any illegal or unauthorized purpose.
4. Content.
A. The Company allows you to, through the Site and/or other electronic means, to Provide your designs, including but not limited to Content or otherwise trademarked (each, a “Design”). When you Provide a Design to the Site or through the Services, you retain ownership of any copyright (and any other rights) you already hold in your Design. You represent and warrant that, with respect to any Design that you Provide to the Company, (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly, distribute or otherwise exploit such Design in connection with the Services, and to grant to the Company the licenses set forth in these Terms and Conditions; (b) the Design will not infringe or otherwise violate the copyright, trademark, or any other right of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your Design to Provide their name and/or likeness through the Services.
B. When you Provide a Design, you hereby do and shall grant to the Company and its successors, assigns, and third party services providers, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works based on, distribute, publicly display, and publicly perform, the Design solely for purposes of providing you with the Services and advertising and promoting the Service, including, but not limited to, through the Site and through the Company social media channels, or in any similar medium and by any means currently existing or yet to be devised.
C. The Company makes Designs available at its sole discretion and may disable access to any User Content at any time and for any reason. By using the Services, you acknowledge and agree that the Company does not guarantee access to and/or hosting of any Design that is published through the Services. For example, if a Design violates the Agreement, access to it may be revoked. The Company has the right to refuse any Order (as defined in Section 5) for any reason including, but not limited to, the Company’s determination, in its sole discretion, that a Design may infringe the intellectual property rights of a third party.
5. Orders. The Company strives to ensure the apparel you design or order through the Services are customized and unique to you as detailed in your order (“Order”).
A. Pricing. The prices for the Services will be as set forth on the Site or otherwise provided to you by the Company at the time you submit your Order, subject to product availability and any special pricing arrangements or discounts made available by the Company in the Company’s sole discretion (the “Pricing”). You acknowledge and agree the Pricing is subject to any cancellations, modifications, or changes, made to your Order pursuant to Section 5.C. which may result in additional fees, and/or changes to the price per unit.
B. Payment and Billing. By providing your credit or debit card information (or other payment method accepted by the Company as indicated on the Site from time to time) when you place an Order, and as updated from time to time on your account page (your “Payment Method”), you authorize the Company and/or the Company’s third-party payment processor to charge your Payment Method at the time your Order is placed and at any time any additional fees are incurred as set forth in Section 5.C. below. If your Payment Method cannot be authorized or is otherwise in error, the Company may suspend or cancel your Order until such time the Payment Method can be authorized or the error is resolved. In the event of such failure of your Payment Method, the Company may take reasonable steps to retry your Payment Method. The Company may contact you to reconfirm or update your Payment Method. The Company is not responsible for any fees incurred by you when charging or retrying your Payment Method, including but not limited to, overdraft fees.
C. Cancellation; Change Orders. The Company strives to provide the Services to you in a timely manner. Accordingly, Orders are processed as early as minutes after they are placed, and enter the printing process as early as one business day after they are placed. Due to the customized nature of your Order, the Company does not allow modifications or cancellations to any Order except as expressly set forth in this Section 5.C.:
(i) Cancellations of your Order must be received by the Company by email info@exorasports.com within 24 hours of you placing the Order in order to be effective. Cancellations timely made during this 24 hour time frame are subject to, in the Company’s sole discretion, a fifteen percent (15%) cancellation fee (a “Cancellation Fee”) of the Order total. The Cancellation Fee covers costs associated with preparing an Order, including artwork processing, prepress processing, and material preparation costs.
(ii) You may request design modifications on Orders you have placed to the limited extent that (i) your Order has been received but (ii) the Company has not yet begun the printing process. The Company highly recommends such requests to modify your Order be made by emailing email info@exorasports.com within 24 hours of placing your Order. Requests made after this 24 hour time frame may not be honored. Such requests properly made prior to printing are subject to, in the Company’s sole discretion, a fifteen percent (15%) fee of the Order total (the “Design Modification Fee”). The Design Modification Fee covers costs associated with preparing an Order, including artwork processing, prepress processing, and material preparation costs.
(iii) You may request increases to the quantity of Services in your Order within two (2) weeks of placing your Order by emailing info@exorasports.com . All requests made outside of this time frame shall be treated as a new Order, except to the extent the Company may, in its sole discretion, offer you a discount TBD if the Design remains the same as a prior Order.
(iv) All other changes or modifications to your Order not otherwise described in this Section 5.C., including but not limited to reductions in the quantity of your Order, and/or modifications including but not limited to any changes or modifications related to the color, type, or size of apparel, must be received by the Company at email info@exorasports.com within 24 hours of you placing the Order in order to be effective.
(v) The Company reserves the right to modify or cancel your Order, in whole or in part including but not limited to the Pricing, based on: (i) any changes in availability of the Services and/or (ii) any changes or modifications you request pursuant to this Section 5.C.
D. Refunds and Exchanges. The Company does not accept refunds or make exchanges after an Order has been printed and/or shipped. If, upon receipt of your finished merchandise, you feel that your Order was incorrect due to an error by the Company, please submit a claim to email info@exorasports.com within 14 days of your delivery date. Claims are handled on a case-by-case basis in the sole discretion of the Company.
E. Order Fulfillment.
(i) Custom team orders are fulfilled approximately 1 month after the entire team places their order. Please check with your team lead or info@exorasports.com as to the exact date your jerseys are expected to ship. They are shipped via FedEx ground and can take 5-7 business days to arrive. Tracking information will be provided to your team lead.
(ii) Custom embroidery orders will be fulfilled 1 week after the order is placed. They are shipped via USPS First Class (3-5 business days to deliver). Tracking information can be found in your orders section under “My Account”.
(iii) In-stock items will be fulfilled 2 days after the order is placed and will be shipped using USPS First Class Mail (3-5 business days to deliver). Tracking information can be found in your orders section under “My Account”.
6. DMCA / Intellectual Property. If you believe that the Company, or any consumer using the Services, has violated a copyright, trademark right, or any other intellectual property right you claim in your work, please contact the Company pursuant to the Digital Millennium Copyright Act (“DMCA”) info@exorasports.com
7. Intellectual Property.
A. All Content generated by the Company including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content, contained in the Services are owned, controlled, or licensed by or to the Company, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property and other rights. Notwithstanding anything in these Terms and Conditions to the contrary, your Design is owned by you. For the avoidance of doubt, and without limiting the forgoing, you retain ownership in any trademarks, logos, trade dress or other design elements owned by you which you apply to goods purchased through the Services.
B. Except as expressly provided in these Terms and Conditions or otherwise permitted by law, no Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for publication or distribution or for any commercial enterprise or purpose, without the Company’s express prior written consent.
8. Termination. You agree that the Company may, in its sole discretion and without prior notice, terminate your Order and access to the Services if it determines, in the Company’s sole discretion, that you have violated the Agreement or other agreements or guidelines which may be associated with your use of the Services, including but not limited to your breach of the terms and conditions related to the copyrights, trademark rights, or other intellectual property rights of third parties.
9. Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES, AND ANY GOOD OR SERVICES ORDERED THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AND AGENTS (TOGETHER WITH THE COMPANY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED, VIEWED, SHARED, OR OTHERWISE ACCESSED THROUGH THE SITE AND/OR SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULT FROM THE DOWNLOADING, VIEWING, SHARING, OR OTHERWISE ACCESSING OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
10. Limitation of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT THE COMPANY MAY MAKE TO THE SERVICES; (b) ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICES; (c) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY USER CONTENT MAINTAINED THROUGH THE SERVICES; OR (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR USER CONTENT OR THE INFRINGING, DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
11. Exclusions and Limitations. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, THE LIABILITY OF THE COMPANY PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Indemnification. You will defend, indemnify, and hold the Company Parties harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by any Company Party in connection with any dispute, controversy, or claim arising out of your breach of the Agreement and use of the Site and/or Services. The Company reserves the right, but has no obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
13. Dispute Resolution.
A. In the event of any dispute, controversy, or claim arising out of or relating to the Site and/or the Services contemplated by this Agreement, or any provisions of the Agreement, or the breach of same by any party hereto: (a) each of you and the Company agree to submit such dispute for resolution by arbitration before a reputable arbitration organization in Dayton, Ohio (an “Arbitrator”) as the sole means of deciding such dispute in accordance with the rules of the American Arbitration Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an initial dispute notice to the Company. The Company may choose to provide you with a final written settlement offer after receiving your initial dispute notice (“Final Settlement Offer”). If the Company provides you with a Final Settlement Offer and you do not accept it, or the Company cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before an Arbitrator, by filing a separate demand for arbitration. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone, or based only on submissions. If an Arbitrator awards you relief that is greater than the Company’s Final Settlement Offer, then the Company will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Company will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although the Company may have a right to an award of attorneys’ fees and expenses if the Company prevails in arbitration, the Company will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
B. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against the Company or the Company Parties. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that the Company incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you agreed to, or are deemed to have agreed to, the Agreement as provided hereunder.
14. Notices. You acknowledge and agree that the Company may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, with your Order or postings to the Site. Except as otherwise specified in the Agreement, you may give notice to the Company by emailing the Company at email info@exorasports.com or by regular mail or a nationally recognized courier at Company’s mailing address: 1900 N. Bayshore Drive #1604, Miami, Florida 33132.
15. Miscellaneous. The Company may amend the Agreement from time to time in the Company’s sole discretion, without specific notice to you. The latest Agreement will be posted on the Site and/or attached to an Order. By your continued use of the Site and/or Services, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement, as in effect at that time. All amendments or modifications to the Agreement shall be effective immediately upon the earlier of: the publication on the Site or attachment to an Order. The Agreement, including but not limited to any Order placed pursuant to the terms and conditions of the Agreement represents the entire agreement between you and the Company and replaces any prior agreements, written or oral, between you and the Company with respect to the Services. If any portion of an Order or the Privacy Policy contradicts or is inconsistent with these Terms and Conditions, the terms and conditions of these Terms and Conditions shall control. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. The parties acknowledge and agree the terms and conditions set forth in Sections 4, 7, 9 through and including 15 survive the termination of the Agreement and/or your discontinued use of the Site. If either party does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver or relinquishment of such party’s rights. You are not permitted to assign or delegate any of your rights or obligations under the Agreement, fully or partially, to another party without the prior written consent of the Company. The Company may assign or delegate all rights and obligations under the Agreement, fully or partially. All assignments in contravention of this Section 15 shall be void.