FlashyPrint Terms of Service

Last Updated: (May 22, 2025)

1. Introduction and Acceptance

This Terms of Service (the “Agreement”) is a legally binding agreement between FlashyPrint (referred to as “FlashyPrint”) and the Client (the individual or entity purchasing or using FlashyPrint’s Services). This Agreement governs all Services (defined below) provided by FlashyPrint to the Client. By signing an order, by clicking acceptance online, or by requesting/using any Service from FlashyPrint, the Client acknowledges that it has read, understood, and agrees to be bound by this Agreement. If the Client does not agree to these terms, the Client must refrain from using FlashyPrint’s Services. The person accepting this Agreement on behalf of a company or other entity represents that they have the authority to bind that entity to these terms.

Entire Agreement: Unless a separate written contract is signed by FlashyPrint and the Client, this Agreement (together with any accepted estimates, project proposals, or order forms detailing specific Services or pricing) constitutes the entire agreement between FlashyPrint and the Client regarding the Services. It supersedes all prior or contemporaneous understandings and communications. Any terms or conditions that the Client proposes (for example, in a purchase order or other document) that are inconsistent with or in addition to this Agreement are hereby rejected and will not be binding unless expressly agreed in writing by FlashyPrint.

2. Definitions

For purposes of this Agreement, the following terms have the meaning given below:

• FlashyPrint: Refers to FlashyPrint (the service provider), including its owners, employees, and authorized agents and subcontractors.

• Client: Refers to the individual or business entity that purchases, orders, or uses the Services provided by FlashyPrint.

• Services: Refers collectively to all products and services offered by FlashyPrint, including but not limited to custom printing services, graphic design services (subscription-based or one-time projects), vehicle wrap design/printing/installation, WordPress-based web development, and social media marketing services. These categories of Services are further described in Section 3.

• Order: Refers to any request or order placed by the Client for Services, whether through FlashyPrint’s website, via email, via signed proposal, or other ordering mechanism, which is accepted by FlashyPrint. An Order may encompass one or more Services or projects.

• Project: Refers to any discrete service engagement or scope of work under an Order – for example, a specific graphic design assignment, a website development project, a vehicle wrap job, or a social media marketing campaign.

• Deliverables: Refers to any tangible or intangible results of the Services delivered to the Client, including but not limited to printed materials, digital design files, logos or graphics, website files or developed code, marketing content, reports, or other work product.

3. Services Offered

FlashyPrint offers a range of creative, printing, and marketing Services. The Services are grouped into the following categories for clarity:

• Custom Printing: Professional printing services for custom products such as business cards, flyers, banners, signage, and other printed materials per the Client’s specifications. FlashyPrint will print the Client’s provided artwork or designs created by FlashyPrint, on various media (paper, vinyl, etc.) and finish/trim as required. Printed products are delivered to the Client as described in Section 4 (Delivery).

• Graphic Design (Subscription Service): Ongoing graphic design services provided on a subscription basis. The Client pays a recurring fee (e.g., monthly) in exchange for a specified scope of design work or a certain number of design tasks per period (as agreed separately). FlashyPrint’s design team will create digital design assets (such as logos, social media graphics, advertisements, brochures, etc.) according to the Client’s requests and brand guidelines. The subscription model allows the Client continuous design support, subject to fair use or task limits which may be outlined in the subscription plan.

• Graphic Design (One-Time Project): Custom graphic design services provided as a one-time project with a defined scope. This may include, for example, a logo design project, brochure or flyer design, branding package, or other specific design deliverables. FlashyPrint will work with the Client to establish the project requirements and will create design Deliverables (typically provided in electronic file formats such as PNG, JPEG, PDF, AI or PSD as appropriate) for the Client’s use. One-time design projects are completed on a per-project fee basis.

• Vehicle Wraps: Design, printing, and installation of vinyl vehicle wraps. This Service includes custom graphic design of the wrap (covering vehicles such as cars, trucks, vans, or fleets), high-quality printing of the vinyl materials, and professional installation of the wrap on the Client’s vehicle(s). FlashyPrint will coordinate with the Client on measurements, design approval, and scheduling of the installation. Vehicle wrap services result in a physical Deliverable (the installed wrap on the vehicle). (Please note: the Client is responsible for delivering the vehicle in a clean and suitable condition for installation, and additional terms specific to vehicle wraps—such as care instructions and certain disclaimers—are provided in relevant sections below.)

• Web Development (WordPress-based): Website design and development services focusing on WordPress (an open-source content management system). FlashyPrint will plan, design, and build a website or web pages according to the Client’s needs – including visual design, WordPress theme customization or development, plugin configuration, and integration of content provided by the Client. Deliverables for web development typically include a functioning website deployed to the Client’s hosting environment (or delivered as a package of files) and may include associated assets like theme files, graphics, and documentation. Unless otherwise expressly agreed, ongoing website maintenance, hosting, domain name fees, or post-launch updates are not included as part of the web development project and would require a separate agreement or service plan.

• Social Media Marketing: Professional social media management and marketing services. This may involve developing a social media strategy, creating and curating content (text, graphics, videos) for the Client’s social media accounts, scheduling and publishing posts, running social media ad campaigns, and engaging with the Client’s audience on platforms such as Facebook, Instagram, Twitter, LinkedIn, or others as agreed. FlashyPrint will work with the Client to define campaign goals and content guidelines. Deliverables may include content calendars, periodic performance reports, and the actual posts or advertisements published on the Client’s accounts. While FlashyPrint will endeavor to improve the Client’s online presence and engagement, the Client acknowledges that specific outcomes (follower counts, sales, etc.) cannot be guaranteed (see Section 10).

Service Customization: The above descriptions are summaries. The exact details and scope of each Service for a given Client will be as described in the specific quote, proposal, or Order confirmation provided by FlashyPrint and accepted by the Client. FlashyPrint may also offer additional related services from time to time; any such services provided to the Client will be considered part of the “Services” and covered by this Agreement unless otherwise specified. FlashyPrint reserves the right to refuse or decline any Order or project that falls outside its capabilities or that FlashyPrint deems inappropriate or unlawful (for example, projects involving content that violates Section 9’s content standards). If an Order is refused, any payment received for it will be refunded if applicable.

4. Turnaround Time and Delivery

FlashyPrint will use commercially reasonable efforts to meet any agreed-upon timelines or turnaround times for project completion and delivery of Deliverables. However, all timeframes and delivery dates provided by FlashyPrint are estimates and not guaranteed deadlines, unless explicitly stated in writing as a “guaranteed” turnaround for which the Client has paid a rush fee or similar.

• Project Commencement: Turnaround times for any Service begin only after FlashyPrint has received a confirmed Order (or signed agreement), all necessary materials from the Client (e.g. content, images, specifications), and any required upfront payment or deposit (see Section 5). Delays in the Client providing required content, feedback, or approvals may extend the delivery timeline, and FlashyPrint will not be responsible for any such delays.

• Client Approvals: The Client may be required to review and approve certain intermediate deliverables or proofs (for example, design mockups, print proofs, or draft content) before FlashyPrint proceeds to the next stage or to final production. FlashyPrint will communicate with the Client to obtain approvals in a timely manner. Any turnaround commitments are based on prompt Client responses. If the Client’s approval is delayed or changes are requested, the delivery schedule may be adjusted reasonably. (See also Section 9 regarding the Client’s responsibility to review proofs for errors.)

• Delivery of Printed Products: For Custom Printing orders (and printed components of other services like vehicle wraps), once production is completed, FlashyPrint will arrange for delivery of the physical products to the Client. By default, Orders are set for a single shipment to the Client’s specified address (or for pickup, if mutually arranged). Shipping or delivery costs, if any, will either be quoted to the Client in advance or charged at cost. Shipping and transit times are outside FlashyPrint’s control; any shipping date or transit time provided is an estimate. FlashyPrint is not liable for delays, loss, or damage during shipping caused by the carrier or any third party. Title and risk of loss to physical products pass to the Client at the moment FlashyPrint hands over the products to the shipping carrier (or to the Client or the Client’s agent directly). The Client is responsible for any shipping insurance desired; FlashyPrint will insure shipments only if specifically requested by the Client and at the Client’s expense. If a shipment arrives with visible damage or is lost in transit, the Client should inform FlashyPrint and the carrier immediately. FlashyPrint will assist the Client in filing claims with the carrier for loss or damage, but FlashyPrint’s responsibility for shipping issues is limited as described in Section 10.

• Delivery of Digital Deliverables: For Services that result in digital outputs (such as design files, logos, websites, or reports), FlashyPrint will deliver the final Deliverables electronically. This may be via email, download link, shared drive, project management platform, or direct upload to the Client’s systems (for example, deploying a website to a hosting server). FlashyPrint will be deemed to have delivered the digital Deliverables when they are made available to the Client by any of these means. The Client is responsible for promptly downloading or saving delivered files. FlashyPrint may, in its discretion, maintain archival copies of deliverable files for a limited time, but is not obligated to store them long-term unless a separate maintenance agreement is in place.

• Vehicle Wrap Scheduling: For vehicle wrap services, FlashyPrint will coordinate with the Client to schedule the installation at a mutually agreed date, time, and location. The Client must present the vehicle in a clean, suitable condition (free of dirt, wax, rust, or existing decals as instructed by FlashyPrint) to ensure proper vinyl adhesion. FlashyPrint will make reasonable efforts to complete the installation within the scheduled timeframe. However, installation may be rescheduled due to weather conditions or other factors that could affect quality (FlashyPrint will notify the Client as soon as possible in such cases). If the Client fails to deliver the vehicle at the agreed time or the vehicle is not adequately prepared, FlashyPrint may charge additional fees for any wasted time or repeat visits, and the installation timeline will be adjusted. Upon completion of the wrap installation, delivery is deemed to occur when the Client picks up the vehicle or when the vehicle is returned to the Client. The Client should inspect the wrap work at the time of completion (see Section 6 for how defects are handled).

• Turnaround and Shipping Estimates: FlashyPrint’s quoted turnaround times typically cover the production or creative work period only (for example, printing production or design time) and do not include weekends, holidays, or shipping transit time, unless specifically stated. Any “rush” service may be offered at an extra charge and will be subject to FlashyPrint’s approval and capacity. If a rush fee is paid and FlashyPrint fails to meet the guaranteed deadline (other than due to Client delays or force majeure events as described in Section 16), FlashyPrint’s liability will be limited to refunding the rush fee or a portion thereof; FlashyPrint shall not be liable for any other consequences of a missed deadline beyond what is provided in Section 10.

• Partial Deliveries: FlashyPrint reserves the right to make partial deliveries or phased deliveries for large or multi-part projects. For example, if an Order consists of several deliverable items or milestones, FlashyPrint may deliver each item or milestone as it is completed. The Client must pay for each delivered portion as invoiced, and cannot refuse payment for completed portions due to pending completion of other portions, except as otherwise agreed in writing.

5. Fees and Payment Terms

The Client agrees to pay for the Services in accordance with the following payment terms, unless alternative terms are specified in a written proposal or invoice from FlashyPrint:

• Pricing and Quotes: Prices for Services may be provided through FlashyPrint’s published rate cards, an online order interface, or custom quotes/proposals for the Client. Any written quote or estimate provided by FlashyPrint is valid for the time period stated in it (or, if not stated, for thirty (30) days) but is not binding until the Client places an Order and FlashyPrint accepts that Order. Quotes are based on the specifications provided by the Client; if the Client’s requirements change or if the information provided was inaccurate or incomplete, FlashyPrint reserves the right to revise the pricing. FlashyPrint will inform the Client of any necessary price adjustments and obtain approval before proceeding in such cases.

• Deposit and Advance Payment: FlashyPrint may require an initial deposit or advance payment before commencing work on a Project or processing an Order. Typically, for one-time projects (such as custom design, web development, or large print orders), a deposit of fifty percent (50%) of the total fee (or another amount specified by FlashyPrint) is required at the time of order acceptance. The deposit is applied toward the final invoice. Unless otherwise agreed in writing, all deposits are non-refundable (except in cases of an uncured breach by FlashyPrint or if FlashyPrint cannot fulfill the order, in which case Section 6 applies). For subscription services, the first billing cycle’s fee may be required upfront to activate the service. FlashyPrint will not be obligated to begin work or continue work on any Service until the required deposit or initial payment has been received.

• Invoicing and Payment Due Dates: The balance of fees (total price minus any deposit) for each Order or Project is due as follows: (a) for one-time or project-based services (e.g. design projects, web development, vehicle wraps), the remaining balance is due upon completion of the project before delivery of the final Deliverables or, in some cases, due in milestone installments if a payment schedule is outlined in the project proposal; (b) for custom printing orders, unless credit terms have been approved in writing, the full balance is due prior to shipment or at the time of pickup/delivery; and (c) for subscription services (like design subscriptions or social media management retainers), fees are due in advance of each service period (e.g. paid monthly on the first day of the monthly term, or on the anniversary of the subscription start date for that period). FlashyPrint will issue invoices electronically (via email or an online billing system) unless otherwise agreed. Each invoice will specify the amount due and the due date if applicable. Standard payment term (when credit is extended) is net fifteen (15) days from the invoice date, unless a different term is stated on the invoice. If no due date is specified, payment is due immediately upon receipt of invoice.

• Accepted Payment Methods: FlashyPrint accepts payment via the methods it communicates to the Client (such as major credit/debit cards, ACH or bank transfers, business checks, or other electronic payment platforms). Cash payments may be accepted in person for local orders, at FlashyPrint’s discretion. If the Client pays by check, the check must be drawn on a US bank and the Client agrees that FlashyPrint will wait for the check to clear before considering the payment received. The Client is responsible for any bank fees incurred due to payment issues (e.g., returned check fees for insufficient funds). If a check or payment is rejected or returned, the Client must promptly remit the owed amount plus any associated bank fees and a reasonable administrative fee to cover FlashyPrint’s costs. FlashyPrint may, in its discretion, refuse to accept certain payment methods for specific orders (for example, requiring certified funds for large orders or if the Client has a history of payment issues).

• Recurring Payments: For any subscription or ongoing services that are billed periodically (e.g., monthly subscriptions), the Client hereby authorizes FlashyPrint to charge the Client’s provided payment method automatically for each renewal period, until the Client properly cancels the service as permitted under this Agreement. FlashyPrint will provide receipts or invoices for each charge. The Client is responsible for keeping their billing information (such as credit card details) current and notifying FlashyPrint of any changes. If an automatic charge is declined, FlashyPrint will inform the Client and may suspend the subscription services until payment is made (see “Late Payments” below).

• Late Payments: Time is of the essence for payments. If the Client fails to pay any amount due by the stated due date, FlashyPrint reserves the right to do any or all of the following: (a) suspend work on any ongoing Projects and/or suspend delivery of any pending Deliverables until all overdue payments (and any applicable late fees) are made; (b) withhold further services or support under any subscription or retainer until brought current; and/or (c) terminate the Agreement or the applicable Order for breach (as described in Section 6). In addition, any overdue amounts shall incur a late fee or interest charge at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the payment due date until the date payment is received in full. FlashyPrint may also recover from the Client any costs of collection it incurs on overdue amounts, including reasonable attorneys’ fees, court costs, and collection agency fees, to the extent permitted by law.

• No Set-off; Taxes: The Client shall pay amounts due without any set-off, counterclaim, deduction, or withholding (except for any tax deduction or withholding required by law). The fees and prices quoted for Services do not include any applicable sales, use, value-added, or other taxes or duties, unless explicitly stated. The Client is responsible for any taxes or government fees on the Services or Deliverables provided (excluding taxes on FlashyPrint’s income). If FlashyPrint is required to collect any sales or similar taxes from the Client under applicable law, such taxes will be added to the invoice and paid by the Client, unless the Client provides a valid tax-exemption certificate.

• Refunds: Payments are non-refundable except as expressly provided in this Agreement (see Section 6 on Cancellations and Refunds) or required by law. FlashyPrint’s obligation to provide any refund (full or partial) is limited to the specific scenarios described herein.

• Final Deliverables Release: FlashyPrint reserves the right to retain possession of Deliverables (including withholding high-resolution files, removing a website from a temporary server, or not releasing printed goods) until full payment of all amounts due for that project or Order is received. Once full payment has been confirmed, FlashyPrint will release or deliver the final Deliverables to the Client as agreed. This right of retention is without prejudice to any other remedies FlashyPrint may have for non-payment.

6. Cancellations, Refunds, and Termination Policy

The Client or FlashyPrint may cancel Orders or terminate Services in certain circumstances as described below. Due to the custom and labor-intensive nature of the Services, FlashyPrint’s refund and cancellation policies vary by service type. All cancellation requests by the Client must be made in writing (including email). Refunds, if applicable, will be processed within a reasonable time after confirmation of cancellation, in accordance with the following terms:

• Subscription Services (Graphic Design Subscription, Social Media Marketing): The Client may cancel a subscription-based Service by providing written notice of cancellation at least seven (7) days prior to the start of the next billing cycle (e.g., the next month). In such case, the subscription will be scheduled to end on the last day of the current paid period. The Client will not be charged for any period following the effective cancellation date. No refunds will be issued for any fees already paid for the then-current subscription period or any setup fees; the Service will continue until the end of the period that has been paid for and then terminate. If the Client fails to provide the required advance notice, the cancellation may, at FlashyPrint’s discretion, take effect at the end of the next cycle and the Client may be charged for the upcoming period. FlashyPrint reserves the right to cancel a subscription service at any time, effective immediately upon notice to the Client, if the Client breaches any material provision of this Agreement or if FlashyPrint discontinues that service offering. If FlashyPrint cancels a subscription without cause (i.e., not due to the Client’s breach) and mid-period service is not delivered, FlashyPrint will provide a pro-rata refund for the remaining unused days of any prepaid period.

• One-Time Project Services (Custom Graphic Design Projects, Web Development Projects, Vehicle Wrap Projects): If the Client wishes to cancel a one-time project before it is completed, the Client must notify FlashyPrint in writing as soon as possible. Cancellation will be effective on the date FlashyPrint confirms receipt of the notice (unless otherwise agreed or work had already been completed at that point). In the event of such cancellation by the Client without fault on FlashyPrint’s part: FlashyPrint will cease work, and the Client will be responsible for payment of all work performed and reimbursable costs incurred up to the effective cancellation date. FlashyPrint will apply any deposit paid to those amounts. If the deposit amount exceeds the work completed and costs incurred at cancellation, FlashyPrint may, at its discretion, refund the unearned portion of the deposit. If the work completed and costs incurred exceed the deposit, the Client must pay the balance for the portion of work performed (FlashyPrint will provide documentation of work and expenses upon request). In other words, the Client will not be entitled to a full refund of a deposit once work has begun, and in some cases may owe an additional amount if a significant portion of work was done before cancellation. Any materials (including partially completed designs, drafts, or code) produced by FlashyPrint up to the cancellation point will remain FlashyPrint’s property unless and until the Client pays for them in full as per Section 8 (i.e., no rights to use any work are transferred to the Client for portions not paid). If the Client cancels before FlashyPrint has begun any work or incurred costs (for example, a cancellation immediately after Order acceptance but prior to any action by FlashyPrint), then FlashyPrint may permit a full or partial refund of the deposit at its discretion, less any transaction fees or administrative costs.

  If FlashyPrint cancels or terminates a project without cause (for reasons other than Client’s breach) before completion, FlashyPrint will promptly notify the Client and will deliver to the Client all work product created up to the cancellation point (upon payment of the proportionate fees for that work if not already paid). Any deposit or fees paid for work not yet performed will be refunded. This will be the Client’s sole remedy for FlashyPrint’s cancellation without cause. (FlashyPrint may cancel without liability if an unexpected situation such as inability to obtain necessary materials or an irresolvable conflict with the Client arises, but will in good faith try to complete any accepted project or mutually agree on a solution.)

  Vehicle Wrap Specific Terms: If a vehicle wrap project is canceled by the Client after the wrap materials (vinyl) have been printed or while an installation is in progress, the Client will be charged for the full cost of the materials and any labor performed up to that point. Wrap materials are custom-printed and cannot be reused, so no refund of those costs is available once printing has occurred. If the Client cancels an installation appointment with short notice (e.g., less than 2 business days in advance) or fails to deliver the vehicle as scheduled, FlashyPrint may charge a cancellation fee to cover the installers’ time or rescheduling costs.

• Custom Printing Orders: Once a printing Order has been placed and accepted, cancellation options are very limited due to the speed at which FlashyPrint may begin processing. If the Client requests to cancel a print Order before FlashyPrint has commenced production (for example, before printing or cutting has started), FlashyPrint will attempt to halt production and, if successful, may allow the Order to be canceled. In such cases, the Client will be responsible for any costs already incurred (such as graphic setup, proof preparation, or materials purchased). FlashyPrint may deduct a reasonable cancellation fee (including costs incurred and a restocking fee if applicable) from any prepaid amount before issuing any refund. If production of the printing Order has already begun or is complete, cancellation is not possible and no refund will be given, except in the case of a qualifying defect as described below. Because each printing job is custom-made for the Client, FlashyPrint cannot resale misprinted or canceled items. The Client acknowledges that once they have approved a print proof and the job is in production, they are committed to accepting and paying for the finished product.

  Returns/Refunds for Defects: The Client is responsible for inspecting all printed products (or other physical Deliverables) upon receipt. If the Client believes a delivered printed product is defective or does not substantially conform to the approved proof or specifications, the Client must notify FlashyPrint in writing within five (5) business days of delivery (or, for vehicle wraps, within 5 days of installation) describing the issue in detail. FlashyPrint may request photo evidence of the alleged defect or may arrange to inspect the products. If FlashyPrint determines that the product is indeed defective or materially deviates from the Client’s approved proof/specifications due to an error by FlashyPrint, then FlashyPrint will, at its option, either reprint the order (in whole or in part as necessary) at no additional cost to the Client, or issue a refund or credit for the portion of the order that is defective. Minor imperfections or variations that fall within industry-standard tolerances (see Section 9, “Quality Disclaimer”) or that are due to the Client’s provided content or instructions are not considered defects and will not qualify for reprint or refund. If the Client does not report any issues within the 5-business-day inspection period, the Deliverables will be deemed accepted “as is” and any further reprint or refund requests will be at FlashyPrint’s sole discretion. The Client may be required to return some or all of a defective order or, for large items, to properly destroy or dispose of them, before a refund or reprint is processed. For clarity, this “defect refund” policy applies to tangible goods (and wrap installations). For services or digital deliverables, remedy for issues is addressed through revisions during the project and the limitation of liability in Section 10.

• Effects of Termination: Upon any cancellation or termination of an Order or Service: (a) FlashyPrint will stop providing the affected Services, and all payments owed by the Client for work performed up to termination become immediately due; (b) any licenses or rights granted to the Client for work not fully paid for shall immediately terminate (the Client must cease using any preliminary or partial Deliverables that were provided but not paid in full — see Intellectual Property in Section 8); (c) the Client shall return or delete any FlashyPrint confidential information or materials as requested (Section 9, Confidentiality, continues to apply); and (d) provisions of this Agreement which by their nature should survive (such as payment obligations, indemnities, liability limits, confidentiality, governing law, etc.) will remain in effect.

• Termination for Breach: If either party materially breaches this Agreement, the other party may give written notice describing the breach and stating the intention to terminate if the breach is not cured. If the breaching party fails to cure the breach within ten (10) calendar days after receiving such notice (or a longer cure period if specified in the notice), the non-breaching party may terminate the Agreement (and/or any affected Order) by giving written notice of final termination. Notwithstanding the above, FlashyPrint may immediately suspend or terminate any Order or Services without prior notice if the Client’s breach is of a nature that cessation of Services is reasonably necessary (for example, illegal or offensive content provided by Client, or misappropriation of FlashyPrint’s intellectual property, or non-payment as described in Section 5). In the event of termination for the Client’s breach, FlashyPrint will be entitled to retain any deposits and advance payments and the Client shall pay all remaining fees for work completed (and additional damages if the breach has caused harm, subject to the limits of Section 10). If termination is due to FlashyPrint’s breach and the Client has paid for Services not yet rendered, FlashyPrint will refund any amounts for undelivered work and cooperate to hand over any finished work, as the Client’s sole remedy (again subject to Section 10).

• FlashyPrint’s Right to Refuse or Cease Service: FlashyPrint reserves the right to refuse, cancel, or discontinue Services to any Client if, in FlashyPrint’s reasonable opinion, the project or content is illegal, unethical, violates third-party rights, or the Client is engaged in fraudulent or objectionable activities. FlashyPrint also reserves the right to cancel an Order if required by law or government authority. In such cases, FlashyPrint will notify the Client of the cancellation and the reason. If the refusal or cessation is due to the Client’s violation of this Agreement or law, it shall be treated as a termination for breach by the Client (no refund, and Client responsible for costs incurred). If it is due to other reasons not caused by Client (e.g., FlashyPrint discovers it cannot technically fulfill the order), then FlashyPrint will refund any payment for undelivered work and assist the Client, if possible, in transitioning the project elsewhere.

7. Ownership of Intellectual Property and Deliverables

This section addresses the rights to intellectual property (IP) in the work and materials involved in FlashyPrint’s Services, including the final Deliverables produced for the Client:

• Client Materials: All content or materials supplied by the Client to FlashyPrint, such as logos, graphics, photographs, text, data, brand guidelines, or any other pre-existing content, remain the property of the Client (or its licensors). FlashyPrint will use such Client materials only for the purpose of performing the Services for the Client. By providing such materials, the Client grants FlashyPrint a non-exclusive, royalty-free license to use, reproduce, modify, and display the Client’s materials as needed to complete the Services and produce the Deliverables. The Client represents that it has all necessary rights in the materials it provides (see Section 9 on Client Content responsibility and indemnity). Upon completion of the Services, any of the Client’s original materials (e.g., original images or documents) in FlashyPrint’s possession will be returned to the Client or destroyed, as the Client directs. FlashyPrint may retain copies solely for reference and record-keeping, subject to confidentiality obligations.

• Pre-existing IP of FlashyPrint: FlashyPrint retains all rights, title, and interest in and to its own pre-existing intellectual property, methodologies, know-how, software, tools, templates, and any designs, code, or content that were developed by FlashyPrint (or its affiliates/contractors) before or outside of the specific Services for the Client. Except as expressly provided, nothing in this Agreement transfers or licenses FlashyPrint’s pre-existing IP to the Client. If any FlashyPrint pre-existing materials (for example, a proprietary code library, design template, or stock design element owned by FlashyPrint) are incorporated into the Deliverables, FlashyPrint grants the Client a limited, non-exclusive, perpetual license to use those incorporated materials solely as part of the Deliverables and for the purpose for which the Deliverables were provided. The Client may not separate or use FlashyPrint’s pre-existing materials apart from the Deliverables or for any other purpose without FlashyPrint’s express written permission.

• Third-Party Materials: In some cases, Deliverables may include or rely on third-party materials (such as stock photographs or illustrations, stock video or music, third-party software libraries, open-source components, fonts, plugins, or APIs). FlashyPrint will ensure that it has the proper licenses or usage rights to include such third-party materials in the Deliverables for the intended uses disclosed by the Client. Unless expressly stated otherwise, any third-party materials remain the property of their respective owners and are licensed, not sold, to the Client. The Client’s use of any third-party materials as part of the Deliverables will be subject to the license terms and usage restrictions imposed by the original provider or license (for example, an open-source license or a stock asset license). FlashyPrint will provide the Client with details of any third-party licenses that impose material restrictions on the Client (such as attribution requirements, usage limitations, or expiration of usage rights). The Client is responsible for complying with any such terms if it wishes to use the Deliverables beyond what is covered by FlashyPrint’s license. For instance, if a stock photo is licensed by FlashyPrint for use in the Client’s brochure design, the Client may use the printed brochure freely, but the Client might not have the right to extract that stock photo for other uses unrelated to the brochure unless the Client obtains its own license. Where feasible, FlashyPrint will assist the Client in obtaining appropriate licenses in the Client’s name if broader usage is needed (additional fees may apply). FlashyPrint makes no warranty that third-party materials will fit the Client’s purposes beyond the scope of the project; any warranty issues or claims regarding third-party technology or content are disclaimed as per Section 10.

• Final Deliverables – Transfer of Rights: Upon the Client’s payment in full for a project (and any other amounts owed to FlashyPrint under this Agreement), FlashyPrint agrees to transfer and assign to the Client all intellectual property rights in the custom Deliverables created by FlashyPrint pursuant to that project, except for FlashyPrint’s pre-existing IP and third-party materials as addressed above. This means that the Client will own all copyrights and other IP rights in the final creative works, designs, and other original materials that FlashyPrint has developed specifically for the Client as part of the Deliverables, once FlashyPrint has been paid in full. FlashyPrint will, upon request by the Client, execute any supplemental documents reasonably necessary to effect or record such assignment of rights to the Client. Where applicable law does not allow a direct “work made for hire” or assignment, FlashyPrint instead grants the Client an exclusive, perpetual, worldwide license to use, reproduce, modify, and create derivative works from the Deliverables for any purposes related to the Client’s business.

  Limitations and Moral Rights: The Client acknowledges that FlashyPrint’s assignment of rights or license is conditioned on receipt of full payment. If the Client has not fully paid, any use of the Deliverables by the Client (beyond internally reviewing preliminary drafts) is strictly prohibited. Additionally, FlashyPrint reserves the right to retain a copy of the Deliverables for its own archival and reference purposes. FlashyPrint waives any “moral rights” in the Deliverables to the extent allowed by law, but reserves the right to claim authorship for portfolio use as outlined below.

• Source Files and Editable Formats: FlashyPrint will provide the Deliverables in the agreed final format (for example, print-ready PDF, high-resolution PNG/JPEG, compiled CSS/HTML, etc.). The Client should specify before the project begins if it requires the editable source files (such as Adobe Photoshop/Illustrator files, raw footage, source code, etc.). By default, delivery of such source files is not included unless stated in the project scope or required by the nature of the Service (for instance, web development will inherently include source code, but a finished graphic design might only be delivered as a PDF or image). FlashyPrint may charge an additional fee for releasing original source files if it was not part of the original agreement, especially in cases where those files include FlashyPrint’s proprietary pre-existing assets or licensed elements (some of which cannot be distributed). Once all applicable fees are paid, if source files are part of Deliverables, they become the Client’s property (subject to the same limitations regarding FlashyPrint’s pre-existing IP and third-party licenses).

• Preliminary Works and Unused Concepts: All sketches, drafts, proofs, concepts, or preliminary works developed by FlashyPrint during the course of a project that do not form part of the final Deliverables remain the property of FlashyPrint, unless the parties agree otherwise in writing. The Client is not granted any rights to use or reproduce those preliminary or unused works. FlashyPrint retains the right to reuse or recycle any such unused concepts or design elements in other projects or for other clients, provided no Client confidential information is involved. For example, if FlashyPrint presented three logo concepts and the Client selected one for final refinement, the remaining two concepts that were not chosen remain FlashyPrint’s property and the Client has no rights to implement or use them. The Client should not use or publish rejected or preliminary designs without FlashyPrint’s written consent and, if required by FlashyPrint, payment of additional fees to purchase rights.

• Portfolio and Attribution Rights: FlashyPrint reserves the right to display, publish, or reference the final Deliverables and the Client’s name/brand as examples of FlashyPrint’s work in its portfolio, websites, social media, and marketing materials, unless the nature of the project is confidential or the Client has specifically requested in writing that certain information remain confidential (see Section 9, Confidentiality). Such portfolio use will typically be limited to non-sensitive materials (for instance, showing a screenshot of a public website developed by FlashyPrint, or photographs of printed materials we produced, or mentioning a general description of services provided). FlashyPrint will not divulge any of the Client’s confidential sales or strategy data in doing so. If the Client has legitimate reasons (e.g., product launch secrecy) to request a delay or restriction on portfolio display, the Client should inform FlashyPrint in advance and the parties will cooperate to accommodate those needs.

  Additionally, for websites or digital products developed by FlashyPrint, FlashyPrint may include a discreet credit line or logo (such as “Website designed by FlashyPrint”) on the footer or credits section of the site/application, unless the Client specifically requests its removal. If requested, FlashyPrint will remove or hide such credit in the live product, but FlashyPrint may still list the Client project in its own portfolio.

• Trademarks: Any pre-existing trademarks, service marks, logos, or brand names of the Client that are used in the course of the Services remain the exclusive property of the Client. Conversely, FlashyPrint’s name, logos, and trademarks are its property. Nothing in this Agreement grants either party any rights to use the other’s trademarks, except that FlashyPrint may use the Client’s marks as needed to perform the Services (e.g., printing the Client’s logo on marketing materials or posting content to the Client’s social media accounts) and for portfolio reference as stated above, and the Client may publicly refer to FlashyPrint as its service provider. Any such usage will be in accordance with any trademark use guidelines provided by the owning party.

8. Client Responsibilities, Content Warranty, and Indemnification

The Client has certain responsibilities to enable FlashyPrint to successfully provide the Services. The Client also provides certain assurances (warranties) regarding the content it supplies and agrees to indemnify FlashyPrint against particular types of legal claims. This section explains those obligations in detail:

• Provision of Content and Materials: The Client is responsible for providing, in a timely manner, all content, information, and materials that FlashyPrint requests or that are necessary for the performance of the Services. This includes, for example: design briefs, text copy, images or logos, brand guidelines, access credentials (for websites or social media accounts), and any other project-specific requirements. The Client agrees that all information it provides will be accurate, complete, and delivered in the formats or specifications requested (for instance, print artwork should be provided in the format and resolution FlashyPrint specifies). FlashyPrint is not liable for any delays or deficiencies in the Services caused by the Client’s failure to provide required materials or to do so in the proper format. The Client also agrees to designate a primary contact person with authority to provide approvals/feedback and make decisions in connection with the project, to streamline the review process.

• Cooperation and Approvals: The Client will cooperate with FlashyPrint throughout the project and make itself reasonably available for consultations or to answer questions. The Client agrees to review proofs, mock-ups, drafts, or test versions of Deliverables provided by FlashyPrint and respond with either approval or requested changes within the timeframe specified by FlashyPrint (or, if no specific time is stated, within a reasonable time). FlashyPrint shall be entitled to rely on any approvals or instructions given by the Client. Once the Client approves a proof or deliverable stage, FlashyPrint will proceed to the next stage or final production, and the Client assumes responsibility for any errors or omissions in the approved materials. (For example, if the Client approves a print proof that contains a typo, FlashyPrint is not liable for printing that typo.) The Client understands that requests for extensive revisions or changes after an approval may result in additional charges or delays.

• Accuracy of Client’s Content: The Client is solely responsible for the substantive accuracy, legality, and appropriateness of all content it provides to FlashyPrint or asks FlashyPrint to incorporate or produce. FlashyPrint is not responsible for proofreading or correcting any text or data provided by the Client, except to the extent expressly included in the Services (e.g., if the Client has hired FlashyPrint for copywriting or editing, then FlashyPrint will perform content creation services, but the final review still lies with the Client). In general, FlashyPrint will not knowingly modify the Client’s provided text/content without permission, so the Client must ensure that all names, dates, numbers, and other details are correct in the materials it submits or in the proofs it approves. FlashyPrint will use reasonable care to ensure output matches input, but ultimate responsibility for errors in Client-submitted content rests with the Client. The Client also agrees that any claims or disputes arising from errors in content that the Client provided or approved shall be the Client’s responsibility (see Indemnification below).

• Content Standards and Lawful Use: The Client warrants and represents that any content, materials, or instructions it provides to FlashyPrint (and any content FlashyPrint is asked to create or publish on the Client’s behalf) will not violate any applicable law, regulation, or third-party rights. This includes, without limitation:

  • Intellectual Property: The Client’s content will not infringe or misappropriate any copyright, trademark, patent, trade secret, or other intellectual property rights of any third party. If the Client provides FlashyPrint with any third-party content (e.g., images or text the Client obtained elsewhere), the Client affirms it has obtained the necessary permissions or licenses for FlashyPrint to use that content for the Client’s project.

  • Defamation and Obscenity: The content will not be defamatory or libelous toward any person, and will not contain obscene, pornographic, or otherwise highly objectionable material (except to the extent the Service specifically involves lawful handling of such content, and only with FlashyPrint’s consent).

  • Illegal or Harmful Content: The content will not include any material that is fraudulent, unlawful, threatening, harassing, invasive of privacy, hateful, or otherwise injurious or objectionable. The Client will not request FlashyPrint to perform any action that is illegal or that would violate the terms of service of any third-party platform (for example, asking FlashyPrint to post content on social media that violates the platform’s community guidelines).

  • Personal Data: If the Client provides FlashyPrint with personal data (for instance, a mailing list for a direct mail campaign or customer information for a website), the Client affirms that it has the legal right to collect and use that personal data and to share it with FlashyPrint for the purposes of the project. FlashyPrint will treat any such personal data in accordance with Section 9 (Confidentiality) and any separate data processing agreement if applicable. The Client shall ensure that its instructions regarding personal data (such as publishing names or images) comply with privacy laws.

  FlashyPrint reserves the right (but has no obligation) to refuse, cancel, or suspend Services if FlashyPrint, in its reasonable judgment, believes that the Client’s content or requests violate the above warranties or any law. In such a case, FlashyPrint will notify the Client of the concern. The Client may have an opportunity to modify the content or demonstrate compliance, but if the issue cannot be resolved, FlashyPrint may treat it as a breach and terminate the service (as per Section 6). The Client will still be responsible for payment for any work already performed.

• Indemnification by Client: To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless FlashyPrint and its shareholders, directors, officers, employees, contractors, affiliates, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

  1. Client Content and Instructions: Any claim that the content, materials, or information provided by the Client (or on the Client’s behalf) to FlashyPrint, or the Client’s use of any Deliverables, violates or infringes the intellectual property rights, privacy rights, publicity rights, or other rights of a third party, or violates any law or regulation (e.g., a claim of copyright infringement, trademark infringement, defamation, or unlawful use of personal data, stemming from content furnished by the Client). This includes claims arising from FlashyPrint’s printing or reproduction of any logos, artwork, or text that the Client provided and did not have the right to use.

  2. Client’s Breach: Any breach by the Client of any of its representations, warranties, or obligations under this Agreement (for example, use of Deliverables beyond the scope granted, or unauthorized sharing of FlashyPrint’s confidential information, or misuse of FlashyPrint’s work).

  3. Product or Service Use: Any claim or damage arising from the Client’s use of or operations with the Deliverables or Services provided by FlashyPrint, to the extent such claim is not due to a fault of FlashyPrint. (For instance, if FlashyPrint delivers a marketing strategy and the Client’s implementation of it violates a law, or if FlashyPrint provides a printed product and the Client makes a representation about it that leads to a claim.)

  4. Client’s Negligence or Misconduct: Any negligence or willful misconduct by the Client or its agents in connection with this Agreement or the use of the Deliverables.

  Under this indemnity, the Client will cover all costs and damages finally awarded or agreed in settlement for such claims. FlashyPrint will: (i) promptly notify the Client of any claim for which indemnification is sought (provided that failure to promptly notify only relieves the Client of its obligation to the extent it was prejudiced by the delay), (ii) permit the Client to assume and control the defense of the claim (with counsel reasonably acceptable to FlashyPrint), and (iii) cooperate with the Client (at the Client’s expense) in the defense. FlashyPrint may join in the defense with its own counsel at its own expense. The Client shall not settle any claim in a manner that admits fault or liability of FlashyPrint or imposes any non-monetary obligation on FlashyPrint without FlashyPrint’s prior written consent (which shall not be unreasonably withheld). This indemnification obligation survives termination or expiration of the Agreement.

• Limited Indemnity by FlashyPrint: FlashyPrint’s general liability to the Client is limited as stated in Section 10. However, to the extent required by law or as a matter of fairness, FlashyPrint shall defend and indemnify the Client against third-party claims that the specific Deliverables created by FlashyPrint (excluding any Client-provided content or third-party materials) infringe a third party’s copyright or trademark, provided that: (a) such alleged infringement was not caused by content or specifications supplied by the Client, (b) the Client uses the Deliverables within the scope of use intended and approved (e.g., not altering them to create an infringement), and (c) the Client promptly notifies FlashyPrint of the claim and allows FlashyPrint to control the defense and settlement. In such case, FlashyPrint may, at its option, either secure the rights for the Client to continue using the Deliverable, modify it to be non-infringing, or, if those options are not feasible, accept return of the infringing Deliverable and refund to the Client any fees paid for it (which shall be the Client’s sole remedy). This indemnity by FlashyPrint is limited and is further subject to the liability cap in Section 10.

9. Confidentiality

Both FlashyPrint and the Client may receive or have access to confidential information of the other during the course of the relationship. “Confidential Information” means any non-public or proprietary information, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The following terms govern each party’s obligations regarding Confidential Information:

• Confidentiality Obligations: The receiving party of any Confidential Information (the “Receiving Party”) agrees: (a) to use the disclosing party’s (the “Disclosing Party”) Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement (and not for any personal or third-party advantage); (b) to not disclose or permit disclosure of the Disclosing Party’s Confidential Information to any third party except to those of its employees or contractors who need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (c) to protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

• Information Deemed Confidential: Confidential Information of the Client may include, for example, business plans, marketing or strategy documents, customer lists, personal data about the Client’s customers, non-public product information, design prototypes, credentials for websites or accounts, or any other sensitive data the Client provides. Confidential Information of FlashyPrint may include, for example, non-public pricing or quoting practices, internal processes, software or tools used by FlashyPrint, and any non-public aspects of FlashyPrint’s proposals. The terms of any specific proposal or custom arrangement between the Client and FlashyPrint (including pricing) will be considered Confidential Information of FlashyPrint (and of the Client, as to the Client’s financial obligations), unless the parties agree otherwise.

• Exclusions: Information does not qualify as “Confidential Information” if the Receiving Party can show that: (i) it was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party, or after disclosure becomes publicly known through no wrongful act of the Receiving Party (in such case, only from the time it becomes public); (ii) it was already in the possession of the Receiving Party without restriction on use or disclosure before disclosure by the Disclosing Party (as evidenced by written records or other proof); (iii) it was rightfully received from a third party without confidentiality restrictions and without breach of any obligation to the Disclosing Party; or (iv) it was independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information (with the Receiving Party having the burden of proof on this point).

• Required Disclosure: If the Receiving Party is requested or required (by law, regulation, court order, or subpoena) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party of the request and cooperate with the Disclosing Party (at the Disclosing Party’s cost) in seeking a protective order or other appropriate remedy. If disclosure is ultimately required, the Receiving Party will only disclose the portion of Confidential Information legally required, and will make best efforts to ensure it remains confidential under the circumstances (for example, through sealed filings or confidentiality orders).

• Use of Client’s Information: FlashyPrint acknowledges that in performing Services (like social media management, web development, etc.), it might be entrusted with access to the Client’s accounts, sensitive business information, or personal data. FlashyPrint will strictly use any such information only for the agreed Services and will not disclose it to outside parties (except subcontractors or consultants bound by similar confidentiality and need-to-know, as permitted above). For example, if the Client gives FlashyPrint the login credentials to its social media pages, FlashyPrint will use them solely to post and manage content as directed, and will not share those credentials or misuse the accounts.

• Return/Destruction: Upon termination of the Agreement or upon written request of the Disclosing Party, the Receiving Party will promptly return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control, including all copies (except where retention is required by law or standard backup procedures, in which case the confidentiality obligations hereunder continue to apply). The Receiving Party may retain one archival copy of Confidential Information solely for the purpose of establishing the scope of its obligations under this Agreement.

• Duration of Confidentiality: These confidentiality obligations commence upon first disclosure of Confidential Information and will continue for the term of this Agreement and for three (3) years thereafter. However, to the extent that certain Confidential Information constitutes a trade secret (as defined by applicable law), the Receiving Party’s obligations of confidentiality shall survive indefinitely (or for as long as allowed by applicable law) or until such information falls into the public domain through no fault of the Receiving Party.

• No Publicity: Except as permitted in Section 7 (portfolio use) or as required by law, neither party will use the other’s name, logo, or trademarks in any press release or public announcement regarding the existence or terms of this Agreement without the other party’s prior written consent. (Internal communications and casual references are fine, this is mainly to prevent unauthorized public endorsements or disclosures.)

• No Additional Warranty: Disclosure of Confidential Information does not grant the Receiving Party any license or rights to the information except as expressly set forth in this Agreement. All Confidential Information is provided “AS IS” and without any warranty, unless otherwise agreed.

10. Disclaimers of Warranty; Limitations of Liability

This section limits FlashyPrint’s warranties and liabilities to the Client. Please read carefully, as it allocates certain risks between the parties:

• No Express or Implied Warranties: FlashyPrint provides all Services and Deliverables on an “AS IS” and “AS AVAILABLE” basis, except as otherwise expressly specified in this Agreement. To the maximum extent permitted by law, FlashyPrint disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. FlashyPrint does not guarantee that the Services or Deliverables will meet the Client’s specific requirements or that any intended results will be achieved. For example, FlashyPrint makes no guarantee that a marketing campaign will achieve any particular level of success or that a website FlashyPrint develops will generate any minimum level of traffic or revenue; similarly, FlashyPrint does not warrant that printed colors will perfectly match screen colors, or that a website will be error-free or available 100% of the time.

  Industry Standard Quality: The Client acknowledges that for technical services like printing and vehicle wrapping, minor deviations and imperfections are considered normal. FlashyPrint warrants only that the quality of the physical Deliverables (prints, wraps, etc.) will be consistent with industry standards generally accepted for similar services. Color Variations: Due to differences in equipment, materials, and display, slight color variations between proofs (whether digital or hardcopy) and final printed output are to be expected and shall be considered acceptable performance, not a defect. FlashyPrint is not responsible for small color shifts or variations within reasonable tolerance. Trimming/Folding Variations: Likewise, for printed materials that are cut, trimmed, or folded, an allowance for small variances (for instance, up to about 1/16th of an inch in positioning) is considered acceptable. Vehicle Wraps: For vehicle wraps, minor imperfections such as small bubbles, seams, or slight misalignments on complex curves may occur despite professional installation and shall not be deemed a failure of performance so long as overall appearance and durability are not materially affected. FlashyPrint does not warrant that vehicle wraps will be completely free of tiny bubbles immediately after installation – many bubbles dissipate as the wrap settles. If a particular aspect (exact color matching, perfectly flush trimming, etc.) is critical to the Client, the Client must communicate this requirement clearly in advance, and possibly purchase additional services (like hardcopy color proofs or custom finishing) to attempt to meet that expectation. FlashyPrint will do its best but cannot promise perfection.

• No Guarantee of Results: The Client understands and accepts that, while FlashyPrint may provide advice or creative work aimed at improving the Client’s business outcomes (such as designs intended to attract customers or marketing campaigns intended to increase engagement), FlashyPrint makes no guarantee that any particular result will be achieved. All marketing and design efforts have inherent uncertainties. The success of a website, design, or marketing campaign depends on numerous factors outside FlashyPrint’s control, including market conditions, audience preferences, algorithm changes, etc. Accordingly, FlashyPrint disclaims any warranty or representation that the Services will result in any increase in revenue, customer base, online traffic, or other measure of success for the Client. Testimonials or past success stories are not guarantees of future performance. The Client acknowledges that it is entering into this Agreement with realistic expectations and not in reliance on any promises of results not explicitly stated.

• Limitation of Liability: To the fullest extent permitted by law, FlashyPrint’s total aggregate liability to the Client for any and all claims, losses, or damages, arising out of or in connection with this Agreement or the Services (whether in contract, tort (including negligence), strict liability, or otherwise) shall not exceed the total amount of fees actually paid by the Client to FlashyPrint for the specific Service or Order that is the subject of the claim in the twelve (12) months preceding the event giving rise to the claim. For example, if the Client has a claim regarding a particular design project, FlashyPrint’s maximum liability would be capped at the fee the Client paid for that design project; if a claim relates broadly to the Services over time, the cap is the amount paid in the last year for the related services. If no fee was paid (e.g., a free consultation), FlashyPrint shall have no liability for such free services. This liability cap is a fundamental part of the bargain and reflects the allocation of risk between the parties.

• Exclusion of Certain Damages: In no event will FlashyPrint be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to lost profits, lost sales, lost revenue, loss of data, loss of business opportunities, business interruptions, or third-party claims (except to the extent covered by an indemnity), arising out of or related to this Agreement or the Services, even if FlashyPrint has been advised of the possibility of such damages or if such damages were foreseeable. This exclusion applies regardless of the legal theory of liability (contract, tort, etc.) and even if any limited remedy in this Agreement is deemed to fail of its essential purpose. For example, FlashyPrint will not be liable for damages like the Client’s alleged lost profits due to a marketing campaign not yielding expected results, or for the Client’s costs of having another company redo work, or for reputational harm, etc. The Client agrees that these types of losses are not the responsibility of FlashyPrint given the fees charged.

• Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above disclaimers or limits may not fully apply to the Client. In such jurisdictions, FlashyPrint’s liability is limited to the maximum extent permitted by law. Nothing in this Agreement shall operate to exclude or limit liability that cannot be excluded by law, such as liability for death or personal injury caused by gross negligence, fraud, or willful misconduct. Additionally, the indemnity obligations of each party (Section 8) and the obligation to pay fees owed are separate from these liability limits and remain as agreed.

• Release for Client Actions: FlashyPrint is not liable for any damages caused by the Client’s own actions or inactions. If the Client (or its agents) alter Deliverables or use them in a manner not recommended by FlashyPrint, or if the Client provides FlashyPrint with faulty instructions or inaccurate information, the Client assumes full responsibility for the consequences. For instance, if FlashyPrint delivers a website and the Client later installs unverified plugins or modifies code which breaks the site or introduces security issues, FlashyPrint is not responsible. Similarly, if FlashyPrint prints materials according to the Client’s specifications and there was an error in those specifications, the Client bears that risk (subject to any defect reprint policy as stated in Section 6).

• Timing of Claims: The Client agrees to bring any claim against FlashyPrint within one (1) year from the date of the event or omission that gave rise to the claim, or within one year of termination of the Agreement, whichever is earlier. Any claims not brought within that period shall be deemed waived. This does not apply to collection of unpaid fees which FlashyPrint may pursue as allowed by law.

• Acknowledgment: The Client acknowledges that the fees charged by FlashyPrint for Services reflect this allocation of risk and the limitations of liability set forth in this Agreement. FlashyPrint cannot assume unlimited liability for its services given the nature of the work and pricing. The parties agree that these limitations and exclusions are reasonable and were negotiated (or deemed accepted) as part of the overall bargain.

11. Relationship of Parties; Subcontractors; Non-Solicitation

The relationship between FlashyPrint and the Client is that of independent contractor and client. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Each party remains solely responsible for its own taxes, insurance, and employment obligations with respect to its personnel. Neither party has the authority to bind or act on behalf of the other in any manner (e.g., FlashyPrint cannot sign contracts for the Client, and the Client cannot make representations or promises on behalf of FlashyPrint). The Client’s relationship with FlashyPrint is non-exclusive: the Client is free to engage other designers, printers, or service providers, and FlashyPrint is free to provide services to other clients, including clients who may be in the same industry as the Client.

• Use of Subcontractors: FlashyPrint may engage third-party contractors, consultants, or service providers (subcontractors) to assist in or perform parts of the Services, such as freelance designers, developers, copywriters, printers, installers, etc. FlashyPrint will be responsible for the work of its approved subcontractors as if performed by FlashyPrint itself, and will ensure that any subcontractors are bound by confidentiality and appropriate obligations consistent with this Agreement. However, the Client acknowledges that certain specialized aspects (e.g., commercial printing on large presses, or specific marketing platform tasks) might be fulfilled by partner vendors. FlashyPrint will manage and coordinate any subcontractors such that the Client primarily interfaces with FlashyPrint. If the Client has an objection to the use of a specific subcontractor for a valid reason, it should communicate that to FlashyPrint, and FlashyPrint will discuss alternatives, but final discretion to subcontract tasks remains with FlashyPrint in order to deliver the Services efficiently.

• No Solicitation of Employees/Contractors: The Client agrees that during the term of any project or subscription with FlashyPrint, and for a period of one (1) year thereafter, the Client will not directly or indirectly solicit, hire, or engage (other than through FlashyPrint) any employee or key contractor of FlashyPrint who was involved in providing Services to the Client, without FlashyPrint’s prior written consent. This restriction is limited to those persons with whom the Client had direct contact through FlashyPrint. The purpose of this clause is to protect FlashyPrint’s investment in its personnel and subcontractors. If the Client does wish to offer employment or contract work to a FlashyPrint team member, it should come as a proposal to FlashyPrint. In the event of a breach of this non-solicitation provision, FlashyPrint shall be entitled to, in addition to any other remedies available, an amount equal to the compensation paid by the Client to that person for one year, or such other reasonable compensation as a court may determine, as liquidated damages (since the actual harm would be difficult to quantify). This provision shall not apply where prohibited by law and does not restrict general job postings or hires resulting from general advertisements not specifically directed at FlashyPrint’s staff.

• No Third-Party Beneficiaries: This Agreement is made solely for the benefit of FlashyPrint and the Client, and their respective permitted successors and assigns. It is not intended to benefit any third party. No third party (including the Client’s own customers) shall have any rights to enforce any term of this Agreement. For example, if FlashyPrint’s service or a deliverable affects a third party, that third party cannot claim against FlashyPrint under this contract – only the Client can, subject to the terms herein.

12. Dispute Resolution

FlashyPrint and the Client agree to resolve disputes fairly and in good faith, using alternative dispute resolution processes before resorting to litigation. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services provided (a “Dispute”) shall be addressed as follows:

• Good Faith Negotiation: First, the parties shall attempt to resolve the Dispute through informal discussions and negotiations. Either party may initiate this process by giving written notice to the other party describing the issue in dispute. Management-level representatives of each party (someone with decision-making authority) shall meet (or confer by phone/video) within fifteen (15) days of such notice and as often as reasonably necessary to attempt to resolve the matter. The parties shall discuss the Dispute in good faith and seek a mutually agreeable solution.

• Mediation: If the Dispute has not been resolved through direct negotiation within thirty (30) days from the initial notice of the Dispute (or such longer time as the parties may mutually agree), then either party may escalate the matter to mediation. Mediation is a non-binding process in which a neutral third-party mediator facilitates a resolution. The parties shall jointly select a single mediator experienced in commercial contract disputes (or, if they cannot agree on a mediator, they may request a reputable mediation service or the American Arbitration Association (AAA) to appoint one). The mediation shall be conducted in the county and state of FlashyPrint’s principal business location (unless the parties agree to hold it elsewhere or virtually). Each party shall attend the mediation session(s) in good faith, with at least one representative having settlement authority. The costs and fees of the mediator shall be shared equally by the parties, and each party shall bear its own attorneys’ fees in connection with the mediation. Mediation is a settlement negotiation; all communications in mediation will be confidential and treated as compromise negotiations for purposes of evidence rules. If the parties reach a settlement, they shall document it in a written agreement, which shall be binding once signed by both.

• Binding Arbitration: If the Dispute is not resolved within sixty (60) days after the mediator has been appointed (or if either party refuses mediation or the mediation reaches an impasse as declared by the mediator), then the Dispute shall be submitted to final and binding arbitration, except as noted under “Exceptions” below. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or another reputable arbitration administration if the parties agree). A single neutral arbitrator shall be appointed. The arbitration shall take place in Orlando, Florida (or such other location as both parties agree, or via a virtual hearing if appropriate). The arbitrator shall apply the governing law specified in Section 13. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award under this Agreement, but shall not have the authority to award punitive or any type of damages excluded by this Agreement, nor to modify the terms of this Agreement. The arbitrator’s decision shall include written findings of fact and conclusions of law, and shall be final and binding on both parties. Judgment on the arbitration award may be entered in any court having jurisdiction. The parties acknowledge that by agreeing to arbitration, they are waiving their respective rights to a trial by jury in court or to have an appeal in a court of law, and the right to certain discovery and other procedures that would be available in a lawsuit. However, the arbitrator is authorized to permit limited discovery consistent with the goals of arbitration.

• Arbitration Costs and Attorneys’ Fees: Each party shall initially bear its own costs and attorneys’ fees in the arbitration, and will share equally in the arbitrator’s fees and any administrative fees. However, the arbitrator shall award the prevailing party its reasonable attorneys’ fees, arbitration costs, and/or arbitrator fees, except where prohibited by law or where the arbitrator determines that such an award would be unjust. If each party prevails on some aspects of the dispute (split decision), the arbitrator may allocate fees and costs in a manner deemed equitable.

• Exceptions – Small Claims and Injunctive Relief: Notwithstanding the above, either party may choose to seek relief in a small claims court for disputes or claims within the jurisdictional limit of small claims court, as an alternative to arbitration. Additionally, either party may seek temporary injunctive relief or a temporary restraining order in a court of law if necessary to prevent immediate and irreparable harm (for example, a breach of confidentiality or intellectual property misuse that could cause irreparable damage). Such an action shall not waive the right to arbitration for the underlying claims, and once the emergency is addressed, the matter can be referred back to negotiation/arbitration. Moreover, any action to compel arbitration, confirm an arbitration award, or enforce the arbitrator’s decision may be brought in a court of competent jurisdiction consistent with Section 13.

• Class Action Waiver: The parties agree that any dispute resolution (whether litigation or arbitration) shall be conducted on an individual, bilateral basis only. The Client waives any right to participate in a class, collective, or representative action against FlashyPrint, and the arbitrator or court shall not have authority to consolidate the claims of multiple persons or to proceed in a class or representative manner. Any disputes as to the enforceability of this class action waiver shall be decided by a court, not the arbitrator. If this class action waiver is deemed invalid or unenforceable, then the entirety of the agreement to arbitrate in this Section 12 shall be null and void (but the rest of the Agreement shall continue in effect).

• Jury Trial Waiver: To the extent any Dispute is determined by a court rather than an arbitrator (for instance, if the arbitration clause is found unenforceable or if a matter is brought in court under an allowed exception), FlashyPrint and the Client each knowingly and voluntarily waive any right to a trial by jury in any litigation or court proceeding concerning such Dispute. This waiver is a material inducement for both parties to enter into this Agreement.

• Confidentiality of Proceedings: All negotiations, mediation communications, and arbitration proceedings pursuant to this Section 12 shall be confidential and treated as compromise and settlement discussions, to the fullest extent permitted by law. The parties agree to not disclose to any outside party the existence, contents, or results of any arbitration hereunder, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or as required by law or to enforce an arbitration award.

13. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the State of Florida, USA, without giving effect to its conflict of laws principles (meaning Florida law will apply even if the dispute is about events in another state). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Subject to the dispute resolution provisions in Section 12, the parties agree that any lawsuit or court proceeding permitted under this Agreement (for example, a suit to obtain injunctive relief, or to enforce an arbitration award, or a small claims matter) shall be brought exclusively in the state or federal courts located in Orange County, Florida (or if those courts lack jurisdiction, in any appropriate Florida court). Each party consents to the exclusive personal jurisdiction and venue of such courts, and waives any objections (such as inconvenient forum) to jurisdiction in Florida. If the Client is located outside the United States, it agrees that it can be served with process via reliable international courier or mail, or via email, and that it submits to the jurisdiction of the aforesaid Florida courts for enforcement or any allowed litigation.

14. Assignment

The Client may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of FlashyPrint. Any attempted assignment, transfer, or delegation by the Client without such consent will be null and void. (For example, the Client cannot transfer its rights to services or deliverables under this Agreement to a third party, or outsource its payment obligation, without FlashyPrint’s approval.)

FlashyPrint may assign this Agreement and its rights and obligations to (i) any affiliate or subsidiary, (ii) a successor entity in the event of a merger, acquisition, or sale of all or substantially all of FlashyPrint’s assets or business, or (iii) to any entity that agrees to perform FlashyPrint’s obligations hereunder (such as a subcontractor taking over ongoing services), provided that FlashyPrint will give notice to the Client of any such assignment. After any permitted assignment by FlashyPrint, FlashyPrint shall be relieved of further liability under this Agreement (to the extent the assignee assumes the obligations). This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

15. Severability and Waiver

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. If adjustment or reformation is not possible, then the provision shall be deemed severed from this Agreement and the remaining provisions of the Agreement will continue in full force and effect. In such case, the parties (or, if they cannot agree, the court or arbitrator) shall substitute a valid, enforceable provision that most closely approximates the original intent and economic effect of the invalid provision. The parties expressly agree that this severability clause is reasonable.

No waiver of any term, condition, or breach of this Agreement shall be valid unless it is set forth in a written waiver notice signed by the party against whom the waiver is asserted. No waiver by any party of any breach or default of the other party shall be deemed a waiver of any other provision, breach, or default (whether preceding or succeeding), and no delay or failure by either party to exercise any right or remedy shall constitute a waiver of such right or remedy. In other words, if a party chooses not to enforce a provision in one instance, it does not mean they waive their right to enforce it in the future. All rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies provided by law.

16. Force Majeure (Events Beyond Control)

Neither FlashyPrint nor the Client shall be liable for any failure or delay in performing its obligations (other than payment obligations) under this Agreement if and to the extent that the failure or delay is caused by or results from events beyond the affected party’s reasonable control. Such events, also known as “force majeure” events, include but are not limited to: acts of God (e.g., floods, earthquakes, hurricanes or other natural disasters); fire or explosions; war, terrorism, or civil unrest; governmental acts or orders (e.g., government-mandated shutdowns or embargoes); national or regional emergencies; public health emergencies or pandemics (including government-imposed quarantine or travel restrictions); strikes, labor stoppages or slowdowns; and failures or outages of utilities or communications or internet service not caused by the obligated party (e.g., widespread power grid failures, or service interruptions by hosting providers).

The party affected by a force majeure event (the “Affected Party”) shall give notice to the other party as soon as reasonably practicable, stating the nature of the event, the expected duration (if known), and the performance obligations impacted. The Affected Party’s duties under this Agreement (except for payment of money already owed) shall be suspended for the duration of the force majeure condition. The Affected Party shall make reasonable efforts to mitigate the impact of the force majeure event and to resume full performance as soon as possible.

If the force majeure event continues for an extended period (e.g., more than thirty (30) days), the parties will consult each other to discuss if modifications or adjustments to the project are appropriate. If a force majeure event renders a material part of the Services impossible or impracticable to perform for an unreasonably long duration (such as 60+ days) and the parties are unable to find a workaround, either party may have the right to terminate the affected Order or portion of Services upon written notice to the other. In such event of termination due to force majeure, the Client will pay FlashyPrint for all Services actually rendered up to the date of suspension/termination and for any non-cancellable commitments of FlashyPrint, but neither party will owe damages or penalties for the unperformed portion due to the force majeure. Force majeure does not excuse or delay the Client’s obligation to pay for work already completed or expenses already incurred.

17. Modifications and Updates to Terms

FlashyPrint may, from time to time, update or modify the terms of this Agreement (for example, to reflect changes in laws, new service offerings, or adjustments in business practices). If FlashyPrint makes a material change to these Terms of Service, it will provide notice to Clients by posting the updated terms on FlashyPrint’s website (and updating the “Last Updated” date) and/or by other reasonable means of notice (such as email notification to Clients with current engagements or an in-app notice if applicable). Any such modifications will not apply retroactively to Services that were already ordered and in progress; instead, they will apply to new Orders or renewals going forward. Continued use of the Services or placement of new Orders after the effective date of an updated Terms of Service constitutes the Client’s acceptance of the revised terms. If the Client does not agree to a change, its remedy is to cease using the Services and (if applicable) terminate any ongoing subscriptions as permitted herein. For a subscription Client, FlashyPrint may additionally request an electronic re-acceptance of terms upon renewal if significant changes have occurred.

Aside from the foregoing right of FlashyPrint to update these standard Terms (which the Client hereby acknowledges), any other amendment or modification to the Agreement (such as negotiated changes to particular Orders, or waivers of specific provisions for a particular Client) must be in writing and signed by both FlashyPrint and the Client to be valid.

No course of dealing or usage of trade will be used to modify the Agreement. The parties may adjust project-specific details (e.g., delivery dates, minor scope tweaks, additional services) by mutual written agreement (including confirmed email exchanges) without a formal amendment to the entire Agreement, but any significant change to rights and liabilities should be formally amended.

18. Contact Information and Notices

Official Notices: Any legal or formal notices or communications required or permitted under this Agreement (such as notices of breach, termination, or dispute) shall be given in writing and shall be delivered by either: (a) personal delivery; (b) certified or registered mail (postage prepaid, return receipt requested); or (c) a nationally-recognized overnight courier service (with signature required upon delivery), to the receiving party at the address specified below (or to such other address as a party may later designate by written notice given in accordance with this Section). Notices will be deemed given: on the date of actual delivery if personally delivered; on the delivery confirmation date if sent by courier; or on the third business day after mailing if sent by U.S. mail. In addition, a copy of any such notice should be sent via email to the recipient’s notified email address, but email alone is not sufficient for formal notice.

FlashyPrint’s Notice Address:
Mailing Address: FlashyPrint, Attn: Legal/Notices, [FlashyPrint’s business address to be inserted] (e.g., street, city, state, zip).
Email: [appropriate email address] (for example, [email protected] or [email protected]).

Client’s Notice Address: The mailing and email address provided by the Client in its Order, account registration, or other onboarding documents shall serve as the Client’s address for notice, unless the Client designates an alternative in writing. The Client is responsible for keeping its contact information up to date with FlashyPrint.

General Contact and Support: For routine communications, project coordination, or customer support inquiries (as opposed to formal legal notices), the Client may contact FlashyPrint via the following:

• Phone: [FlashyPrint phone number] (during normal business hours)

• Email: [General contact email, e.g., [email protected] or [email protected]]

• Physical Office: [FlashyPrint office address, if clients visit].

FlashyPrint will endeavor to respond to client inquiries promptly and to resolve any customer service issues in good faith. However, any complaints or issues that the Client feels are not adequately addressed should be escalated by providing a written notice as described above, so that both parties can formally address the matter.

19. Miscellaneous Provisions

Finally, the following additional provisions apply to this Agreement:

• Headings and Interpretation: The section headings and titles in this Agreement are for convenience only and shall not affect the interpretation of the provisions. The words “including” or “for example” shall be read as “including, without limitation.” This Agreement shall be construed as if drafted jointly by both parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship of any provision. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and there shall be no presumption or burden of proof favoring one party due to the authorship.

• No Contra Proferentem: Both parties acknowledge that they have had the opportunity to review and negotiate this Agreement. Therefore, any rules of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., contra proferentem) shall not apply to the interpretation of this Agreement.

• Execution in Counterparts; Electronic Signatures: If this Agreement (or any Order under it) is to be signed, it may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered electronically (by scanned PDF, e-signature service, or email confirmation) are binding and equivalent to original signatures. However, in most cases the Client’s assent to these terms is indicated by placing an Order or using the Services, per Section 1.

• Authority: Each person signing or accepting this Agreement on behalf of a party represents that they have full authority to bind that party. The Client (if an entity) represents that it is duly organized and existing in its jurisdiction and that entering this Agreement does not violate any other agreement to which it is a party.

• Further Assurances: Each party agrees to execute such additional documents, and to undertake such further actions, as may be reasonably necessary to give full effect to the provisions and intent of this Agreement (for example, to record an intellectual property assignment, or to effectuate an agreed transfer of accounts).

• Compliance with Laws: Both parties will comply with all applicable laws and regulations in the performance of their obligations under this Agreement. The Client is responsible for compliance with any laws applicable to its business and content; FlashyPrint is responsible for compliance with laws applicable to service providers (e.g., employment laws for its staff, etc.). If a specific compliance issue arises in a project (for instance, ADA accessibility for a website, or data protection law for a marketing list), the parties will discuss how to address it, but unless specifically included in the scope, FlashyPrint’s services do not include legal or regulatory advisory (the Client should seek its own legal counsel for compliance advice).

• Export and Use Restrictions: To the extent any Deliverables are provided in a format that could be subject to export control laws (e.g., software or technical data), the Client shall not export, re-export, or transfer them to any country or individual prohibited by applicable export laws. The Client also confirms that it is not located in a country subject to U.S. embargo or designated by the U.S. as a “terrorist supporting” country, and that the Client and its owners are not on any U.S. government prohibited or restricted party lists. FlashyPrint reserves the right to refuse a project if fulfilling it would violate trade sanctions or export regulations.

• Independent Legal Advice: The Client acknowledges that it has had the opportunity to seek independent legal advice before agreeing to these Terms of Service (and is encouraged to do so if desired). The Client’s acceptance of these terms (by signature or by online agreement) is voluntary and not based on reliance on any representation by FlashyPrint not contained herein.

• Survival: Any provisions of this Agreement which by their nature should survive expiration or termination (including but not limited to provisions regarding payment of outstanding amounts, intellectual property rights, confidentiality, indemnification, warranty disclaimers, liability limitations, dispute resolution, and governing law) shall survive and continue in effect.

• Captions and References: In this Agreement, references to “Section” or “§” refer to sections of this Terms of Service. Captions and headings are for reference only.

• Business Days: If any action under this Agreement is required to be taken on a day that is not a business day (e.g., a notice period ends on a weekend or holiday), the action may be taken on the next business day. “Business day” means Monday through Friday, excluding federal holidays.

• Entire Agreement: (Restating for emphasis) This Terms of Service, along with any duly executed project addendum or Order form and any documents incorporated by reference, form the complete and exclusive statement of the agreement between the parties with respect to its subject matter. It supersedes all prior negotiations, proposals, understandings, and agreements (whether oral or written) between the parties regarding that subject matter. Each party acknowledges that in entering this Agreement, it has not relied on any representation, warranty, or promise not expressly set out in this Agreement.

Final Acknowledgment: By placing an order with FlashyPrint or by using any of FlashyPrint’s Services, the Client hereby acknowledges that it has read, understood, and agrees to be bound by the foregoing Terms of Service.