GENT CLUB SHIRTS TERMS OF USE AGREEMENT

The Gent Club Shirts Print on demand and fulfillment services (collectively, “Services”) are provided by Safari Sun, LLC (“Safari Sun”), a Florida limited liability company. By accessing or using the Services or the associated website, however accessed, you manifest your intent and agree to be bound by this Terms of Use Agreement (“Agreement”). This Agreement and the terms contained herein is subject to change by Safari Sun at any time, in its sole and absolute discretion, and without notice. Therefore, you are instructed to review the terms of this Agreement prior to using the Services. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Services immediately. Your continued use of the Services after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.

NOTICE OF ARBITRATION. THIS TERMS OF USE AGREEMENT CONTAINS AN ARBITRATION PROVISION. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND SAFARI SUN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION.

A. SERVICES

Safari Sun will provide print on demand and fulfillment services, which will consist of the printing of User Generated Content (as defined below) on various products obtained by Safari Sun, such as clothing items, electronics, promotional items, and drinkware, and the packing and delivery of those products to you (collectively “Services”). The Services will be provided under the pricing and other such requirements and terms as more thoroughly listed when accessing your User Account (as defined below).

B. ELIGIBILITY TO USE THE SERVICES

The Services are open to use to those who are age eighteen or above. By using the Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Services on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.

C. ACCEPTABLE USE OF THE SERVICES

When you use the Services, you agree to use them only for their customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by Safari Sun for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Services to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:

• Circumventing the technological protection measures of the Services;
• Requesting the printing of content that threatens or encourages bodily harm or the destruction of property;
• Requesting the printing of content that infringes upon the intellectual property rights of other users of the Services or third parties;
• Disrupting or otherwise interfering with the Services or its associated servers or networks;
• Requesting the printing of content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
• Reverse engineering, decompiling, translating, or disassembling the Services or its content; and
• Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

Safari Sun reserves the right to modify, amend, or terminate the Services or its associated content at any time and without prior notice. Safari Sun also reserves the right to refuse Services or access to the Services to any person or business entity at any time and without notice.

D. LIMITED LICENSE TO USE THE SERVICES

You acknowledge and agree that the Services are the property of or are licensed by Safari Sun and are protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Services is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Services in any manner not expressly authorized under the terms of this Agreement. Safari Sun reserves all rights not expressly granted through this Agreement.

Safari Sun provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Services for their customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Services. 

E. USER ACCOUNT

Safari Sun provides you with the ability to register a user account (“User Account”), which is required to access and use the Services. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify Safari Sun immediately. Safari Sun reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning.

F. LICENSE TO USER-GENERATED CONTENT

Safari Sun provides you with the ability to upload, contribute, or transmit user-generated content to or through the Services through your User Account or through a contact form, including, but not limited to, text, photographs, and images (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Services, you grant Safari Sun a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. The customary and intended purposes of the Services may include, but are not limited to, printing merchandise based on your direction and archiving or making backup copies of the Services. By submitting User-Generated Content to the Services, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Services. Safari Sun assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Services.

G. PRODUCTION RATES AND SHIPPING

You acknowledge that Safari Sun utilizes various third parties to secure blank products for printing and fulfilling your orders and to effectuate shipping and delivery to your customers. As such, blank product pricing and shipping costs may change based on various factors, such as weight, manufacturing costs, and availability. Safari Sun will notify you as soon as practicable of any changes to a third-party’s blank product rates or shipping costs. The fees charged by Safari Sun for the Services may also change. Safari Sun endeavors to provide you with prior notice of any pricing changes, and any such pricing changes will be effective immediately upon Safari Sun’s provision of notice to you and are automatically incorporated into this Agreement as if fully restated herein. If you disagree with any pricing changes, your sole remedy is to discontinue using the Services. You understand and agree that all prices quoted for the Services are an invitation to deal and that no contract will be formed between you and Safari Sun until Safari Sun accepts your invitation to deal by performance, specifically by shipping the ordered goods. Pricing errors will not constitute a contract between you and Safari Sun and Safari Sun strives to quickly correct any pricing errors on the Services or through its website when discovered.

H. PAYMENT

The fees for all Services provided by Safari Sun will be provided to you when you request a design quote from Safari Sun. Payment for all orders placed for Services must be made at the time of orders and full payment must be received before orders will be shipped. Payment can be made by check, money order, credit card, or PayPal. Checks require 5 Business Days to Process. There is a $25.00 charge for returned checks. On delinquent accounts, past 30 days overdue, all balances left open will be charged to the last card used on file. If there is no card or the card is inactive, a late charge of 5% (per month) of the open balances will be applied to the account. Any orders left at Safari Sun over 90 days will be treated as abandoned and will be donated to charity and all deposits will be forfeited.

All payments for Services are non-refundable. You agree to pay all fees and charges on time, and Safari Sun may terminate or disable your access to the Services or your User Account if you fail to pay any amount owing to Safari Sun when due. You agree that you will pay all costs of collection, including legal fees, incurred by Safari Sun for your failure to pay for the Services.

You agree to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Services. All costs and fees are quoted and payable in United States Dollars, and you acknowledge and agree that Safari Sun is not responsible for any foreign transaction fees or other fees charged to you by your financial institution. You agree that you will not initiate any chargebacks to Safari Sun unless otherwise authorized by Safari Sun in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against Safari Sun.

In the event you dispute the amount or validity of any payments made under this Agreement, you must notify Safari Sun within thirty (30) days of any such dispute. You understand that your failure to notify Safari Sun of any dispute within thirty (30) days will constitute your express waiver of any claims related to the disputed payment.

I. SHIPPING

Price quotes for Services provided by Safari Sun do not include shipping unless otherwise specified. Any changes to orders may result in extended turnaround times. Safari Sun is not responsible for any loss, damage, or shipping delays caused by a shipping or delivery carrier.

J. TITLE, RISK OF LOSS, AND INSURANCE

You retain title to and the insurable interest in any products printed by Safari Sun through its performance of the Services on your behalf and Safari Sun does not provide insurance coverage for these products or accept liability for any losses, damages, claims, demands, charges, judgments, or liabilities, including, but not limited to, losses resulting from transit damage, fire, water damage, theft, stock shrinkage, or count errors. You expressly agree to waive any right to insurance subrogation that you may have, whether known or unknown. You acknowledge and agree that you will bear the risk of loss for all products printed, shipped, or delivered by Safari Sun and that you will continue to bear the risk of loss until such products are perfectly tendered to, and title passes to, you.

K. PROPRIETARY RIGHTS

You understand and agree that the Services, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contain the valuable trade secrets and intellectual property of Safari Sun. Under the terms of this Agreement, you do not acquire any ownership rights to the Services or the data or content contained therein. You acquire only a limited license to use the Services subject to the terms of this Agreement. All other rights are reserved by Safari Sun.

l. INTELLECTUAL PROPERTY RIGHTS

The Website and its associated trademarks and content are owned and used by Safari Sun, LLC, including, but not limited to, the SAFARI SUN trademark. Any use of the Services, their associated trademarks, or their content without the prior written approval of Safari Sun is prohibited. The selection, arrangement, and layout of the Services and website are the sole and exclusive property of Safari Sun, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited

M. THIRD-PARTY LINKS

You acknowledge and agree that the Services may contain links to third-party websites or content that Safari Sun does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that Safari Sun will not be responsible for websites not under the ownership or control of Safari Sun.

N. TAXES

You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Services. Safari Sun will report as income all payments received from you to Safari Sun to all proper taxing authorities.

O. ADDITIONAL TERMS

P. TERM AND TERMINATION

The term of this Agreement will begin upon your first accessing of the Services and will continue until the earlier of the following: (i) Safari Sun terminates your access to the Services; or (ii) you cease using the Services and terminate your User Account. Safari Sun reserves the right to terminate the Services or your access to the Services at its sole and absolute discretion and without prior notice.

Q. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT SAFARI SUN WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SERVICES, YOUR USE OR DISTRIBUTION OF PRODUCTS PRINTED THROUGH THE SERVICES, OR TRANSACTIONS THAT OCCUR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT SAFARI SUN’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO SAFARI SUN OR $1,000, WHICHEVER IS LESS.

SAFARI SUN EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE, OR THE SALE, USE, OR MISUSE OF ANY THIRD PARTY, OF ITEMS PURCHASED THROUGH THE SERVICES. ITEMS PURCHASED THROUGH THE SERVICES ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM SAFARI SUN, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

SAFARI SUN WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE OF ANY ITEMS, OR ANY THIRD PARTY’S SALE, USE, OR MISUSE OF ANY ITEMS, PURCHASED THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE AND SALE OF ITEMS PURCHASED THROUGH THE SERVICES IS AT YOUR SOLE RISK AND THAT SAFARI SUN’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO SAFARI SUN OR $1,000, WHICHEVER IS LESS.

R. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Safari Sun, its officers, shareholders, directors, employees, subsidiaries, affiliates, parent companies, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Services, (ii) your sale of any item printed through the Services, (iii) your uploading of, use of, or sale of products containing your User Generated Content, (iv) your violation of any term or condition of this Agreement, (v) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights, and (vi) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Safari Sun will not provide you with the ability to control Safari Sun’s defense, and Safari Sun reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

S. CHOICE OF LAW AND STIPULATION TO JURISDICTION

You and Safari Sun agree that any dispute arising out of or related to this Agreement or your use of the Services, including, but not limited to, your purchase or printing of goods through the Services, will be governed by the laws of the State of Florida, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for which Safari Sun may seek indemnification or for which either party may seek injunctive relief, you and Safari Sun agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Services including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Orlando, Florida or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.

This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration, and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party.  Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

T. FORCE MAJEURE

Safari Sun will not be responsible for any delay or failure in performance of the Services or its associated products arising out of any cause beyond Safari Sun’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

U. SURVIVABILITY

The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Services, including, but not limited to, your duty to indemnify and defend Safari Sun.

V. INTERPRETATION

This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

W. ASSIGNMENT

You are expressly prohibited from assigning your rights and duties under this Agreement. Safari Sun reserves the right to assign its rights and duties under this Agreement, including in a sale of Safari Sun or its Services.

X. WAIVER AND INTEGRATION

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is written and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.