Terms of Service

The following terms and conditions constitute a legally binding contract (this "Agreement") between you ("you" or "your") and Prosperix USA, governing all use by you of the prosperix-usa.com website (the "Site") and the services available on or at the Site (taken together with the use of the Site, the "Services").

We're a personalized customization factory that white-label prints and manufactures custom products ("Products") directly to you and your customers. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein.

YOUR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS AGREEMENT. FURTHERMORE, BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE SITE, YOU ACCEPT AND ARE BOUND BY THIS AGREEMENT. If you do not agree to this Agreement, do not use the Site or any other Services.

1. Access & Membership

In order to enjoy all of Prosperix's benefits, you may register your account and become a member ("Member"). Membership requires that you register on the Site. You may cancel your membership at any time by contacting us.

You may never use another user's Prosperix account without permission from that user. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Prosperix immediately of any breach of security or unauthorized use of your account.

If you are an individual (rather than an organization or entity), then you certify to Prosperix that you are at least 18 years of age. If you are using the Services on behalf of an organization or entity then you certify that you are legally authorized and permitted to bind such organization or entity to this Agreement.

2. Modifications

Prosperix reserves the right, at its sole discretion, to modify this Agreement and its terms, as well as the fees and other charges for our Services, at any time. All such modifications will become effective immediately after we post them on the Site.

Use of the Site and other Services by you after modifications are posted constitutes your acceptance of the terms and conditions of this Agreement, as modified. If you do not agree to the modified terms, you must stop using the Site or other Services.

3. Content

All content (including all information, images, pictures, data, text, photographs, graphics, messages, and other materials) that you post, submit, upload, display, sell or use using our Services is your content. We don't make any claim(s) to it.

3.1 Permission to Use Content

Prosperix agrees that any Content that you post using our Services will remain yours. By posting your Content, you grant Prosperix a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content to provide the Services.

3.2 Prohibited Content

Content that contains any of the below is prohibited and may lead to termination of your account:

• Child exploitation or abuse
• Harassment, bullying, defamation and threats
• Hateful content or discrimination
• Illegal content or obscenity
• Intellectual property violations
• Personal and confidential information
• Self-harm content
• Terrorist organization content
• Misinformation that may cause harm

4. Use of Services

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, platforms, and integrations subject to this Agreement.

4.1 Don't Break the Law

You agree that you will not violate any laws in connection with your use of the Services. This includes local, state, federal, and international laws. You must not engage in fraud, theft, anti-competitive conduct, or any other unlawful acts.

4.2 Don't Harm Our Systems

You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.

4.3 Brand Guidelines

The name "Prosperix", our iconography, phrases, logos, and designs are trademarks of Prosperix USA. You may state in connection with the Services that Prosperix provided such Services. You must not use our trademarks as your own.

5. Products & Description

We make every effort to display as accurately as possible the colors, images, and descriptions of our Products. However, the colors you see will depend on your monitor and we cannot guarantee that your monitor's display of any color will be accurate.

We reserve the right to change the product descriptions at any time without notice. We have made every effort to be as accurate as possible. However, we do not warrant that product descriptions or other content is accurate, complete, reliable, current, or error-free.

6. Purchases & Payments

If you wish to purchase any product or service through the Site, you may be asked to supply certain information relevant to your purchase including, without limitation, payment information.

You represent and warrant that you have the legal right to use any payment cards or other payment methods utilized in connection with any purchase. All payments must be received prior to the acceptance of an order.

6.1 Fees and Charges

You agree to pay all fees and charges associated with your purchases. Prices for products are subject to change without notice. We reserve the right to refuse or cancel any orders placed for products listed at an incorrect price.

6.2 Taxes

You are responsible for all taxes, duties, and other governmental charges related to your purchases.

7. Shipping & Delivery

Shipping dates are estimates only. We ship to addresses provided by you at the time of purchase. We are not responsible for delays caused by carriers, customs, or events beyond our control.

Risk of loss and title for items purchased pass to you upon delivery to the carrier. Please review our Shipping Information for more details.

8. Returns & Refunds

Since all products are custom-manufactured specifically for you, we cannot accept returns on items that were designed to your specifications or include personalized content.

Claims for damaged, misprinted, or defective items must be submitted within 30 days after delivery. For packages lost in transit, claims must be submitted within 30 days of estimated delivery date.

Please review our Returns for complete information.

9. Responsibility

The Site and Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

You agree to indemnify and hold harmless Prosperix and its affiliates from any claims, damages, or expenses arising from your use of the Services or violation of this Agreement.

10. Indemnity

You agree to defend, indemnify, and hold harmless Prosperix, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from your use of and access to the Services, or your violation of any term of this Agreement.

11. Privacy & Data

Your privacy is important to us. We collect, use, and protect your personal information as described in our Privacy Policy. By using our Services, you agree to the collection and use of information in accordance with our Privacy Policy.

Please review our Privacy Policy for complete information about how we handle your data.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions.

13. Arbitration

Any dispute arising from or relating to this Agreement or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Los Angeles, California.

You agree that any arbitration will be conducted on an individual basis and not as a class action or other representative action.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the Privacy Policy, Return Policy, and other policies, constitutes the entire agreement between you and Prosperix regarding your use of the Services.

14.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.3 Waiver

The failure of Prosperix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.4 Contact Information