Terms of service: an agreement between you and ShirtSpot to enter and use this website and services

Welcome to the ShirtSpot website and services.
We hope you enjoy your use of our facilities. Please appreciate and understand that this is a legal world and that you, by not immediately leaving this website now or immediately after reading our terms of service are accepting our services under the terms of this agreement.
It is your obligation to keep your self informed of any changes that may occur between visits, as using our services each time is under the condition that you accept all our terms and conditions. We may change our terms and conditions from time to time without expressly informing you.

1 ShirtSpot Services:

• Create, design, customize products that are listed for sale.
• Buy products that are listed for sale
• Save and share designs that your may have created.
• Use our fun picture and design tools.
• Save created images and designs into public and personal galleries.
• Post your created images to social networks or bloggs that you have the legal right to do so
• Registering to subscribe to special offers and use of galleries.

2 Using our ShirtSpot Services and Website:
In consideration of the promises and obligations given and assumed herein, and intending to be legally bound, these Terms of Use provide as follows.

2.1 ELIGIBILITY CHILDREN UNDER 18.
ShirtSpot will only knowingly provide products or services to persons who can lawfully enter into and form contracts under applicable law.
If you are under the age of 18, but at least 13 years of age, you may order products or services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
Children under the age of 13 may view the Website but MAY NOT ORDER PRODUCTS OR SERVICES.

2.2 Definitions and Interpretation
In these Terms of Use, unless the context indicates a contrary intention:

• Intellectual Property Rights means all industrial, commercial and intellectual property rights (including equivalent, neighbouring or proximate rights anywhere in the world that currently exist or are recognised in the future).
• A person means any form of legal entity as well as any quasi-legal entity.
• A User means any person using the website and/or services provided by Piki Print
• A reference to any document, material, information or data includes that document, material, information and data howsoever stored, recorded or embodied, including in any electronic or digital media or otherwise.
• The word includes in any form is not a word of limitation.

3 User's Obligations

3.1 Responsibilities
Users are and shall be wholly and exclusively responsible, at their own cost, for:

1. all telecommunications lines, modems, communication controllers, routers, multiplexers, terminals and all other equipment, hardware and software necessary to access and use the Website and services;
2. the use that it makes of the Website , including any article, material, literary or artistic work, design or other matter that they author, invent, create, develop or produce;
3. complying with all laws, regulations and rules in the uses country or jurisdiction;
4. complying with any recommendations or guidelines issued by ShirtSpot with respect to the use of the Website and/or services and
5. ensuring that all electronic or other media it uses in connection or in conjunction with the Website and the services provided complies with these Terms of Use and all applicable laws, regulations and rules.
    

3.2 Restrictions on Users
Users shall not and has no right to either:

1. reproduce, publish, distribute, sub-license and/or resell either the Website and/or service to any person; or
2. use either the Website to supply any service to any person; or
3. modify, adapt, disassemble, recompile and/or reverse engineer either the Website or service;
4. access or use either the Website and/or service to create, author, design, manufacture, market, publish, transmit, broadcast, distribute or sell any article, product, material or other matter that either:
   1. infringes the rights of any person, including, without limitation, Intellectual Property Rights, trade secrets, rights of privacy and publicity.
   2. is libellous, defamatory or slanderous,
   3. condones, promotes, contains or links to adware, cracks, hacks or similar utilities or programs,
   4. contains explicit sexual content,
   5. does or may denigrate or offend any ethnic, racial, gender, religious or other group, through use of language, images, stereotypical depiction or otherwise,
   6. is designed to or does harass, threaten, defame or abuse others,
   7. exploits images or the likeness of minors,
   8. encourages the use of drugs or the under-age use of alcohol or cigarettes, or
   9. is generally offensive or in bad taste;
5. use "Spam", "blast-faxes" or recorded telephone messages to market or sell any products or services,
6. use, transfer or implant a virus, routine or any computer program or technology that disrupts, disables, interferes with or otherwise has a detrimental affect on the Website and/or the PIKIWARE® Platform,
7. take any action that imposes any unreasonable or disproportionately large load on the Website or the Service,
8. use a robot, spider or other device or process to monitor the activity on or copy pages from the Website or the Service,
9. collect electronic mail addresses or other information from our Website,
10. impersonate another person or entity,
11. engage in any activity that interferes with any persons ability to use or access the Website and/or services, or
12. assist, procure or aid any person to engage in any activity prohibited by these Terms of Use; or
13. frame or link or otherwise use or display the Website in such a manner so that it appears to be part of its own or someone else's website, without specific agreement.

3.3 Claims & Liens
The Customer must make a claim in writing no later than 48 hours after delivery of order. If such a claim is not made within those 48 hours, ShirtSpot will understand that the product has been accepted. By accepting the product, the Customer acknowledges that the provider's performance has completely satisfied all terms, conditions, and specifications. The provider's liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages. As security for payment of any sum due under the terms of an agreement, ShirtSpot has the right to hold and place a lien on all customer property in the possession of ShirtSpot. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the customer is liable for all collection costs incurred.
 

3.4 Customer Communications and Liability
Any and all pertinent information that is needed to fulfill a customer order, from the conception of the order being placed and up until the time it is shipped from our facility, must be in the customers file under that specific order. All customers have the opportunity to provide pertinent information via the special instructions field in the order form, e-mail, postal mail, telephone, or in person.

USER ACKNOWLEDGES AND AGREES THAT ShirtSpot MAY IN ITS SOLE AND UNFETTERED DISCRETION, UNILATERALLY AND WITHOUT NOTICE, TERMINATE THESE TERMS OF USE, DISABLE AND DENY ACCESS TO THE USER TO THE WEBSITE AND THE SERVICES, AND TAKE LEGAL ACTION AGAINST ANY USER WHO ENGAGES IN ANY ACTIVITY OR CONDUCT THAT IS PROHIBITED BY THESE TERMS OF USE AND/OR BY ANY RELEVANT LAW, REGULATION OR RULE.

4. ShirtSpot Obligations

4.1 Access to and use of the Website and Services Subject to user complying with and discharging each of its obligations under these Terms of Use, ShirtSpot shall allow user to access and use the Website and the services .

4.2 Privacy: ShirtSpot may collect personal data concerning the user in the course of and incidental to users use of the Website and services. ShirtSpot shall comply with, and user hereby consents irrevocably and unconditionally to ShirtSpots collection, use and disclosure of such data in accordance with, its Privacy Policy (the terms of which may be accessed through the link on the Website).

We only have access to information that you voluntarily give us via e-mail or other direct contact from you. We will not share your information with any third party outside of our organization. We will use your information to respond to you, regarding the reason you contacted us. You may opt out of receiving any future contacts from us at any time. This includes an "opt out notice" in any future e-mail we may send you. ShirtSpot reserves the right, but does not assume the obligation, to monitor transactions and communications that occur during providing of services.

4.3 Training
User acknowledges that ShirtSpot has no obligation to user to provide any training or other support in relation to the use or operation of the Website and/or services.

4.4 Modification of the Website.
ShirtSpot reserves the right to modify the organization, structure, content or "look and feel" of the Website and/or the services, and may change, suspend, or discontinue any aspect of the Website and/or the service at any time without notice or any liability to user or any person. ShirtSpot shall have complete discretion over the features, functions and other terms and conditions on which the Website and the service is made available.

4.5 Submissions
When you submit questions, comments, suggestions, ideas, or other material via e-mail or other communications, you grant ShirtSpot permission to use such submissions for marketing and other promotional purposes. You agree that ShirtSpot will have no obligation to keep any submissions confidential. You will not bring a claim against ShirtSpot based on "moral rights" or the likes arising from ShirtSpot's use of a submission. This section does not apply to your content that will appear as part of your product that you use in connection with any ShirtSpot service.

4.6 Customer's Property
ShirtSpot will only maintain extended coverage on property belonging to the customer while the property is in the possession of ShirtSpot. ShirtSpot's liability for this property will not exceed the amount recoverable from the insurance.

4.7 Disclaimer

ShirtSpot PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. ShirtSpot DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICE, OR ITS USE WILL BE UNINTERRUPTED, WILL BE FREE OF INACCURACIES OR ERRORS, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. ShirtSpot MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS AND CONDITIONS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

ShirtSpot will not be liable to you or any third party for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data, or loss of goodwill) arising out of, relating to, or connected with the use of the ShirtSpot service, based on any cause of action, even if advised of the possibility of such damages.

Limitation of liability: except for a break of a party's representations and warranties under these terms & conditions or in connection with your indemnity obligations under these terms & conditions, in no event will the liability of ShirtSpot exceed the value of products received or services rendered. The value of products or services are limited to the stated value on the ShirtSpot website or as stated by an authorized ShirtSpot agent.

5. Intellectual Property Rights

5.1 Reservation of Title
user acknowledges that these Terms of Use do not convey and that it derives no right, title or interest in or to any Intellectual Property Rights that vest or subsist in or relate to the Website and/or the services provided other than pursuant to the express authorisation set out in clause 4.1. ShirtSpot grants user a limited revocable licence to access and use the Website and the service for its intended purposes, subject to users compliance with these Terms of Use. This licence does not include the right to collect or use information contained on the Website for purposes prohibited by ShirtSpot; to compete with Piki Print; to create derivative works based on the layout or design, look-and-feel, or structure of the Website; or download or copy the Website (other than page caching). If user uses the Website in a manner that exceeds the scope of this licence or if it breaches these Terms of Use, ShirtSpot may revoke the licence and deny access to and use of the Website.

5.2 Prohibition on Infringement
User acknowledges and agrees that ShirtSpot does not permit, authorise or condone and hereby expressly prohibits user from accessing or using the Website and/or the services in a manner that infringes, or is likely to infringe, the Intellectual Property Rights, or any other rights or privileges, of any person anywhere in the world.

5.3 Derivative Material
Subject to clause 5.2, user shall own any Intellectual Property Rights in any original material that it authors, designs or creates using the functionality provided by the Website. If the user chooses to add any item to a public gallery, In consideration of the authorisation granted under clause 4.1, User hereby grants to ShirtSpot an irrevocable, perpetual, non-exclusive, world-wide licence to do all acts and things (including to authorise other persons to do all acts and things) comprised within the said Intellectual Property Rights.

5.4 Copyright Release
By using any service of ShirtSpot, the Customer agrees and acknowledges that the Customer is the legal owner and/or licensee of ALL submitted artwork to ShirtSpot. The customer also relinquishes ShirtSpot of any legal liability related to copyright violation and/or infringement. The customer assumes sole responsibility and liability of ALL forms of submitted artwork to ShirtSpot. The Customer will retain ownership of the content uploaded or sent to ShirtSpot.

5.5 Copyrights
The Customer warrants that the subject matter to be printed is not copyrighted by a third party. The Customer also agrees not to infringe on trademarks, patents, trade secrets, the right of privacy, the right of publicity or other legal right of any third party and will comply with all applicable laws, rules, and regulations. The customer recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The customer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the customer agrees to indemnify and hold ShirtSpot harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. 

6. Registration

User Account, Password, and Security You will receive a password and account designation upon completing the Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ShirtSpot of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. ShirtSpot cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6.

7. Warranties

7.1 Users Warranties
User represents and warrants to ShirtSpot that, in its use of the Website and the Services provided, it:

1. will not infringe the Intellectual Property Rights, trade secrets, rights of privacy, rights of publicity or other legal right of any person, and
2. will comply with all applicable laws, rules, and regulations.
3. User further represents and warrants to ShirtSpot that:
4. there are no claims, demands or any form of litigation pending, or to the best of its knowledge, threatened with respect to any content used or proposed to be used by user;
5. ShirtSpot will not be required to make any payments or compensation to any person in connection with its use of such content; and
6. such content does not contain viruses or any other programs or technology which disrupts or damages the Website and/or the Services provided.
    

7.2 ShirtSpots warranties
ShirtSpot represents and warrants that it has the right to grant access to and license the use of the Website and services to user subject to and in accordance with these Terms of Use.

7.3 Caveats

• ShirtSpot provides the Website and Services on an "as is" and "as available" basis. Nothing in these Terms of Use shall or may be construed as a representation or warranty by ShirtSpot that the functionality or operation of the Website and/or the services will:
  1. be uninterrupted or free of errors and inaccuracies;
  2. meet users requirements; or
  3. operate in the configuration or with the hardware or software used by user.
• User acknowledges and agrees that the Website and the service (as with technology generally), may have errors (or bugs) and may encounter unexpected problems. Accordingly, user may experience downtime and errors in the use or operation of the Website and/or services provided.
• ShirtSpot does not and cannot control the flow of data and information through the internet, and such flow depends on the performance of persons and entities whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and for which ShirtSpot is not liable.
• ShirtSpot does not warrant that any data, information or other content provided on the Website, whether concerning any goods or services or any other subject, is complete or accurate.
   

7.4 Exclusion of implied warranties
SUBJECT ONLY TO CLAUSE 8.1, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEBSITE AND/OR ANY OTHER GOODS OR SERVICES THAT MAY BE PROVIDED BY ShirtSpot, THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, LAW, EQUITY, TRADE CUSTOM, PRIOR DEALINGS BETWEEN THE PARTIES OR OTHERWISE (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT) ARE HEREBY EXPRESSLY EXCLUDED.

7.5 No representation or reliance
(a) User acknowledges that neither ShirtSpot nor any person acting on Piki Prints behalf has made any representation or other inducement to user to enter into these Terms of Use, except for representations or inducements expressly set out in these Terms of Use.
(b) User acknowledges and confirms that it does not enter into these Terms of Use in reliance on any representation or other inducement by or on behalf of ShirtSpot, except for representations or inducements expressly set out in these Terms of Use.

8. Exclusion and Limitation of Liability

8.1 Subject to law
Nothing contained in these Terms of Use excludes, restricts, limits or modifies any:
(a) implied condition, warranty or other term of these Terms of Use where pursuant to applicable law to do so is unlawful or void; or
(b) liability in respect of a breach of these Terms of Use where pursuant to applicable law to do so is unlawful or void; or
(c) liability for fraud or deceit; or
(d) liability for death or personal injury caused by the negligence of either party.

8.2 Exclusion of liability
Subject only to Clause 8.1, in no event shall ShirtSpot be liable to user or to any person under or in connection with these Terms of Use or in respect of the use of (or failure or performance of) the Website and/or the services provided for:
(a) malfunctions, failures, defects, acts or omissions or any other default or liability caused directly or indirectly by:

1. any third party;
2. actions of user that were not expressly authorised by ShirtSpot;
3. accident, misuse or abuse by anyone other than ShirtSpot;
4. alteration or modification of the Website and/or the service, or any component or part of the Website and/or the service provided, by anyone other than ShirtSpot;
5. products (including any hardware or software) or services not licensed or supplied by ShirtSpot;
6. power surge or failure,
7. events of force majeure or events outside ShirtSpots actual control; or
8. any other condition not arising under normal operating conditions;

(b) any loss, cost, damage or expense of any nature arising or caused directly or indirectly by any breach of users obligations or responsibilities set out in these Terms of Use;
(c) any loss of profit, business interruption, loss of or damage to goodwill, and/or any expectation benefit;
(d) Subscribers liability to any person; or
(e) incidental, indirect, consequential, special, exemplary or punitive damages of any nature, whether such liability is asserted on the basis of common or civil law or in equity, including pursuant to any statute, contract, tort (including negligence or strict liability) or otherwise and notwithstanding that ShirtSpot has been advised of the possibility of any particular loss or damage.

8.3 Links
ShirtSpot may, in its sole and unfettered discretion, and without users consent, place links on the Website to other websites that are owned or operated by other persons. User acknowledges and agrees that ShirtSpot is not responsible for the operation of or content located on any such website, and ShirtSpot cannot and does not warrant that the content of such websites is accurate, complete, legal and/or inoffensive. By choosing to link to these other websites, user acknowledges and agrees that it may not make any claim against ShirtSpot for any damages or losses of any kind arising from the other website and/or the link.

8.4 Limitation of liability
Subject to Clause 8.1, and except to the extent specifically excluded under Clause 8.2 or elsewhere in these Terms of Use, ShirtSpot's sole liability to Subscriber for any and all breaches of any term or terms of these Terms of Use, whether express or implied, shall be limited to the substitution or replacement of any product or service that has been ordered and paid for by Subscriber using the Website.

8.5 Indemnity User shall indemnify and hereby releases unconditionally ShirtSpot , without set off or adjustment, against and from any liability, loss, cost, expense or damage, including all legal fees, arising from or relating to: (a) its use of the Website and/or services and/or the media or content posted or uploaded by it, including any alleged or actual violation of any law directly or indirectly arising from such use; (b) any breach or alleged breach by it of these Terms of Use; (c) the misuse or misappropriation of the said media or content; and (d) any infringement or alleged infringement by user of any persons Intellectual Property Rights, rights of privacy or publication, or otherwise anywhere in the world.

9. Termination

9.1 Termination
(a) At any time and with or without cause, ShirtSpot may immediately terminate either these Terms of Use or any or all rights and privileges granted to user hereunder, including suspending users access to and/or use of the Website and/or the Services provided by ShirtSpot. In no event shall any such termination or suspension by ShirtSpot relieve user of any obligation that has accrued under these Terms of Use prior to the date of such termination or suspension.
(b) user may terminate these Terms of Use at any time by ceasing to enter the website and using the services

9.2 Effect of termination
(a) On any expiry or termination of these Terms of Use, ShirtSpot may delete any websites, web pages, files, graphics, media or other content or material relating to users use of the Website and/or the Services provided and ShirtSpot shall have no liability to user or any person for doing so.
(b) The expiry or termination of these Terms of Use shall not prejudice or affect any cause of action, right, remedy or defence which shall have accrued or shall thereafter accrue to either party.

10. Production

10.1 Production Schedules
Production schedules will be established and followed by both the Customer and ShirtSpot. In the event that the Customer does not adhere to the production schedules, delivery dates will be subject to renegotiation. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of ShirtSpot. In such cases schedules will be extended by an amount of time equal to the delay incurred.

10.2 Order Editing
Edits to an order after it has been placed on ShirtSpot, will not be reflected on the order tracker. Any order that has been processed through our accounting department cannot be edited in any way.
 

10.2 Accuracy

We guarantee the accuracy of the spelling, sizes, and color location of your proof.  We cannot guarantee color accuracy due to the variations of computer displays.

1.  Apparel colors in this proof are NOT exact. There are many di-erent brands and shirt styles with various colors and it is impossible to display those colors with 100% accuracy. If the garment color displayed in this proof is not satisfactory, please let us know and we will be happy to adjust the color.
2. The size of the images on the attached proof sheet are not to scale, so please refer to the artwork size indicated. If you have a speci­c print size desired, let us know. If not, we will choose a size according to our standards and discretion.
3. This proof is a representation of your entire order. If there are instructions not represented on this proof, please inform the graphic designer to make any additional notes.

4. By approving this artwork proof, we assume you retain all legal rights and permissions to print the logos and images included in the design. We are not responsible for any legal actions taken against you for lack of these permissions. If any legal actions are required, you are liable for all associated fees and losses arising from such action.

5. If everything is satisfactory, please reply with your word of approval to the graphic designer and we will begin production. Once your approval is given on the art, we cannot be held responsible for any printed errors.

The pre-treatment on dark shirts may leave a slight discoloration around the printed image area. This is a natural result of the process and disappears with the ­first wash. All DTG prints should be washed prior to being worn.
 

11. Returns

11.1 Returns

Returns must be approved by ShirtSpot. If a product is found to be defective by ShirtSpot a new one will be created and shipped. Refunds will proceed as described in "REFUNDS."

Please keep in mind:

• No returns due to late order or shipping company delays.
• No returns because of a typo made in a provided file or approved proof.
• No returns due to colors not matching what you had in mind; we offer the availability of printed proofs for a nominal fee to help avoid this.
• Returns accepted if ShirtSpot has made a mistake after approval from the Customer.
   

Send returns to:
ShirtSpot.com
PO BOX 162
Kensington, MN 56343

11.2 Refunds

If you receive merchandise that is defective or damaged upon receipt, please notify us as soon as possible. Please provide photographs of the damaged or defective product. If it is determined that we are at fault, we will have UPS pick up your entire project, reprint the job, and ship it back. You will only be charged for the initial order and no additional shipping charges. If you can only send back a partial order, we will only reprint the portion returned and we will not make any changes to the print file - we will only use the original file uploaded or approved by you. Credits or refunds will be for the amount of the product purchased. Shipping costs are non refundable. 

Non-Custom Items:

If you are unsatisfied with a non-custom product, you can return the item for a refund. (i.e. non-printed shirt)

Custom Items:

Since most orders are customized, issues that arise may also be unique. We have a 100% satisfaction guarantee. If you are not satisfied with your ShirtSpot order, please contact us as soon as possible. We will work with you in each case to do what we can to make it right.

11.2 Shipping

Ship dates are established from the time ShirtSpot receives proof approval and are shipped using UPS. ShirtSpot IS NOT RESPONSIBLE FOR ANY ERRORS THAT ARE MADE BY THE UPS INCLUDING DAMAGES TO THE PRODUCT. ShirtSpot WILL NOT BE HELD RESPONSIBLE FOR WEATHER, ACTS OF GOD, OR OTHER THINGS WE CANNOT CONTROL. ShirtSpot does not deliver to P.O. boxes, a street address must be provided for every order.

After product has shipped, all shipping company terms & conditions apply for lost or delayed packages. If you have a deadline, you must request expedited shipping as ground shipments are not guaranteed. We will not refund the product cost if UPS or any other shipping company has a delay in the delivery of your package. All refunds are limited to actual shipping cost refunded to ShirtSpot from shipping company. Terms for the shipping company still apply to lost packages.

Shipping insurance is available at the Customer's expense. 3% of total order is charged for insurance. ShirtSpot supplies shipping insurance at our cost on all orders over $500 in value. If product is damaged in shipping, damaged goods must be returned, and then replacement product will be sent, see REFUNDS section of these terms & conditions for further information.

Lost packages will be replaced after shipping company confirms loss, this generally takes 7-10 business days after initial lost product inquiry. Again, please order early as we cannot control delivery after your product leaves our facility.

Overnight orders that are completed ahead of schedule will ship using a method guaranteed for you to receive you order on time. No refund will be given in this case.

These terms & conditions will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Minnesota without reference to conflict of law principles. These terms & conditions will not be assignable or transferable by you without the prior written consent of ShirtSpot. These terms & conditions (including all of the policies and other agreements described in the terms & conditions), which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these terms & conditions will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other further exercise thereof or the exercise of any other such right, power, or privilege. You and ShirtSpot are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these terms & conditions. The invalidity or unenforceable of any provision of these terms & conditions will not affect the validity or unenforceable of any other provision of these terms & conditions, all of which will remain in full force and effect.

12. General

12.1 Severability
If a clause or any part of any clause of these Terms of Use or a right or remedy of a party under these Terms of Use, is found to be void, invalid or unenforceable by any court or tribunal having jurisdiction in respect of these Terms of Use, then:
(a) it shall be read down or severed in that jurisdiction only to the extent that it is void, invalid or unenforceable; and
(b) it does not effect the validity or enforceability of that term or clause in another jurisdiction or the remaining terms or clauses in any jurisdiction.

12.2 Variation
ShirtSpot may amend unilaterally these Terms of Use in its sole and unfettered discretion at any time, and user hereby agrees to abide by and be fully bound by such amended terms. The amended terms shall be effective automatically and immediately once they are posted on the Website, and user's continued access and use of the Website and the Services on or after such effective time constitutes the user's unequivocal and unconditional acceptance of the amended terms. These Terms of Use may not be otherwise amended. If user does not agree to any amendments to these Terms of Use or to any of the current terms, its only right and remedy is to cease using the Website and the ShirtSpot services.

12.3 Waiver
A waiver, consent, election or acquiescence given by a party under these Terms of Use is only effective and binding on that party if it is given or confirmed in writing by that party.

12.4 Assignment
(a) ShirtSpot may at any time transfer, assign, novate or otherwise dispose of any or all of its rights or obligations under these Terms of Use on giving user no less than five (5) days notice in writing.

12.5 Governing Law and Jurisdiction
(a) These Terms of Use shall be governed by and construed in accordance with the law in force for the time being in Delaware, United States of America (without regard to its conflict of law rules).
(b) Each party irrevocably submits to the exclusive jurisdiction of the courts of Delaware, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to these.