Terms of Service

 PLEASE READ THIS COMPLETE SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE APPROVING YOUR FIRST ORDER WITH TELESCOPE:

Telescope Studio LLC (“Telescope”, “We” or “Us”) owns and/or has a right to license the products and applications demonstrated on the telescopestudio.com domain and subdomain sites linked to telescopestudio.com and swagstorefront.com (the “Website(s)” or “Storefront(s)”) consisting of promotional item design, ordering, printing, manufacturing, inventory management, fulfillment, packaging, analytics, timeline planning, projects, and other Storefront features (collectively the “Telescope Services” or “Telescope’s Services” or “Services”). By approving your order proposal(s) for Physical Items and Telescope Services, your company, and any associates of your company (collectively the “Client” or “you”) agree to be bound by the terms of this Agreement. In the event of any conflict between the terms of this Agreement and any Exhibit, document incorporated by reference, or other terms and conditions, the terms of this Agreement will govern and control. We may update these Terms from time to time, so please check back with reasonable frequency to review any updates. Telescope shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of or content on this Website. By entering into this Agreement, you agree to Telescope’s collection, use and disclosure of information in accordance with our Privacy Policy.

1. Definitions

1.1 “Virtual Items” means those items such as apparel, hard goods, paper products and other items customized with your designs or logos that are digitally represented through the Storefront and Presentation PDF files (“Lookbooks”) shared via email, available for you to order and/or have fulfilled through Telescope Services.

1.2 “Physical Items” means Virtual items purchased that get physically printed, customized, produced, or manufactured. These Physical Items will be delivered to your address(s) or recipients, or to Telescope’s Warehouse Facility to be sent out by you through the Storefront.

1.3 “Fulfillment Services” means those Services whereby Telescope manages the storage and shipment of your Physical Items, whether bought through Telescope or initially supplied to our Storage Facility by yourself, at your cost, directly to any supported location. Telescope uses authorized third parties for the fulfillment and shipment of all Physical Items.

1.4 In the course of offering our Services, Telescope collects certain personal and non-personal information from individuals who visit our websites (“Visitors”), companies or individuals who use the Storefront and/or Services (“Client” or “the Client”), and individuals who are sent Physical Items (“Recipients”) (collectively, Visitors, Customers and Recipients can be referred to herein as “Users”).

2. Terms of Sale

2.1 Accuracy. By working with Telescope you are confirming that all details you provide to us are true and accurate and that you are an authorized signatory for the company you represent.

2.2 Shipping. Shipping costs will be charged in addition to the cost of the products and services you order from Telescope; such additional charges are clearly displayed in your order proposals and invoices.

2.3 Approvals. By "Approving" an order proposal through our third party service provider, you are entering into a contractual agreement with Telescope to purchase the products at the agreed upon prices shown on your proposal, under these Terms of Service of this Agreement, and the terms specified when you approve the order. You agree and understand that, after approved by you, your order cannot be canceled or refunded. If we are unable to fulfill your order, you will be notified and a resolution will be presented as alternative product options or a credit on a future order. While we try and ensure that all product details and information as well as prices and decoration methods are accurate, errors may occur. If we discover an error for any of our products which you have ordered, we will inform you of this as soon as possible to find a reasonable solution.

3. Payment and Taxes

3.1 Payment. You represent and warrant that you or your company will remit payment to Telescope on or before the payment due date listed on your invoice using one of our acceptable payment methods such as credit card or bank transfer. For all late payments, you agree to pay additional charges of up to 3% each month or the maximum amount allowable by law. Late fees shall be applied monthly on all outstanding balances commencing with the date payment was due. Telescope reserves the right to charge and you agree to pay any credit card processing fee on credit card payments. All costs incurred for collection of amounts due (including, but not limited to, attorney fees) and any bank charges shall be paid by you. If you are past due on any one invoice or collective number of invoices, Telescope, at its sole discretion, may withhold sending Physical Items from our warehouse until your account is brought current. If no communication is made with Telescope on the status of payment for overdue invoices, Telescope, at its sole discretion, may remove items from our warehouse by sending them to your office with 1 month prior notice with all associated fees and shipping cost being billed to your company. If communication is not made with Telescope about overdue invoice balances within 3 weeks of our first contact to you, either by phone or email, Telescope reserves the right to take legal action with your company to recoup payment on the outstanding balance.

3.2 Taxes. The fees and all other amounts due under this Agreement are exclusive of all taxes, duties, customs, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively, the “Taxes”). The Client shall be solely responsible for and shall pay directly, any and all Taxes relating to all approved orders and its use of the Telescope Services, the production, delivery, or fulfillment of any Physical Items. The Client shall indemnify, defend and hold Telescope harmless from and against any claims, demands, liens, liabilities, or other obligations or causes of actions arising from the Client’s use of the Services and any applicable Taxes arising from such use.

4. License for Telescope Services

Telescope grants you a revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Storefront and Telescope Services for their intended purposes only. Subject to the other terms and conditions of this Agreement, Telescope will provide you with access to the Services that you wish to utilize. No rights, licenses, or other intellectual property is to be conveyed to you and you shall be obligated to follow the Rules & Policies in Section 3 during your use of the Storefront and Services.

5. Telescope Services

5.1 Printing Services. You hereby acknowledge and understand that Telescope engages with third party suppliers, production teams, manufacturers, decorators, and printers to create and provide Physical Items for your company. Such Physical Items ordered through Telescope Services are created and shipped on your behalf. Physical Items are shown as Virtual Items in the Storefront and in Presentations that we share via email or otherwise.

5.1.1 Ship Dates. Upon ordering Physical Items, the Storefront will show estimated ship dates. Such dates are estimates and not guarantees that those dates will be met. If an estimated ship or arrival date is not going to be met, Telescope at its sole discretion will use reasonable efforts to communicate the amended estimated arrival date through updating it in the Storefront or otherwise emailing you.

5.1.2 Approvals. Physical Items are ordered with your approval of the Virtual Items through our third party provider. Client agrees that approval of Virtual Items and Services outlined in an order proposal or estimate is consent for Telescope to print the items as approved. Such approval on our third party provider website is an agreement by the Client to accept the items as approved and in the quantities listed.

5.1.3 Samples. Although we attempt to accurately represent the Physical Items through Virtual items, you acknowledge and agree that the only way to assess product color, quality and other physical details is to review a physical sample in person. We encourage you to order samples before approving any proposals. If you choose not to order samples, it is at your own risk. Refunds are not available for product color discrepancies between what you see on your computer monitor and what the product looks like in real life. Telescope, at its sole discretion may offer or require physical and / or printed samples for a Client’s order. Telescope may not be able to provide a physical sample in some cases. Such physical samples may have charges associated with them. Samples are provided on an “as-is” “as-available” basis and Telescope cannot guarantee that the sample meets the exact specifications or needs that the Client wishes to order as a Physical Item.

5.1.4 Color. Colors on your computer monitor might appear different in real life for Physical Items and for printed, laser engraved, embroidered, or otherwise rendered logos and designs. Please reference PMS Pantone colors for the closest color matching in real life. PMS matching will be close to 95% accurate, and sometimes higher. If printing in full color such as images or gradients, the process is done in CMYK so Telescope is not able to guarantee color matching. The most accurate way to assess product color is to review a physical sample in person. 

5.1.5 Errors. By ordering Physical Items, the Client agrees there may be up to a 3% error rate on Physical Items within the order, including but not limited to misprints, missing items, additional items, or other errors. Customer acknowledges and agrees that it may not be entitled to any compensation, credit, refund, or adjustment on its order as a result of these errors. That being said, Telescope will work with the Client within reason whenever possible to address concerns about order errors. For Physical Items shipped directly to the Client, you shall have five (5) days from the date of delivery to you to inspect your items and notify us if there is a discrepancy. For items shipped to our fulfillment center under the Fulfillment Services, surface-level inspections will be made to a small percentage of products. If anything is not as expected, Telescope will help resolve the issue and notify the Client within a reasonable amount of time. The Client will be responsible and liable for all shipping charges whenever Physical Products are being transported.

5.1.6 Ownership. For the sake of clarification, Customer’s ownership of such Physical Items occur upon delivery of the items to (i) the Clients address, (ii) the Recipient’s address, or (ii) Telescope’s fulfillment location as a part of Fulfillment Services, as indicated in your Virtual Items inventory within the Storefront as part of the Services. Telescope will make reasonable efforts to ensure that your order is transferred to the shipping carrier appropriately and on time so that it can be delivered to you. Both parties agree that Telescope is not responsible for delivery delays, losses, or damages caused by the shipping carrier once your order has been transferred to that carrier, as such delays, losses and damages are completely outside of our control. We will, however, work with the shipping provider to help address any losses or damages on your behalf if possible.

5.2 Fulfillment Services. Telescope’s Fulfillment Services are for Physical Products shipped to our warehouse to be distributed on a rolling basis, billed monthly for Warehouse charges and Storefront charges. The Fulfillment Services include Telescope receiving and storing Physical Items on Client’s behalf, picking and packaging such Items, and Shipping the Items to Client or Client’s Recipients, as directed by the Client via email, the Storefront, or Employee Swag Shops.

5.2.1 Provided Physical Products. The Clients may one (1) time have their current swag from their office (“Provided Physical Items”) shipped to Telescope’s warehouse at the onset of this agreement, contingent on the purchase of additional Physical Items ordered through Telescope’s Printing Services. After this 1 time shipment, all swag and custom gifts that are warehoused with us must be purchased through Telescope. SKUs are free for products purchased through Telescope. Any Provided Physical Items require a $50 per SKU Set Up fee.

5.2.2 Warehouse Charges. Should the Client elect to use the Fulfillment Services, charges will be incurred and billed monthly. Telescope will charge the Client a fee at a minimum of $50 per month for storing Physical Products (“Storage Charges”), based on the volume of space occupied by the Physical Products stored at any one time, which varies in cost based on the number of bins and will be quoted upon request and change monthy as inventory comes in or goes out. Telescope will bill the Client for warehousing any products left over after a first batch of shipments goes out for fulfillment projects of any kind if the products are stored for more than 1 (one) month from the initial ship date. Telescope can at any time change, update, or modify their monthly billing cycle and/or the minimum or maximum cost for Storage Charges, and can provide up-to-date pricing upon request.

5.2.3 Kitting Charges. Telescope will charge the Client a minimum of $2.50 USD per shipment billed monthly for labor and time to pick, pack, and kit each box of Physical Products (“Kitting Charges” or “Assembly”). Telescope can at any time change, update, or modify the minimum cost for Kitting Charges.

5.2.4 Shipping Charges. Telescope will charge the Client a minimum of $6.00 USD for shipping each package (“Shipping Charges”) with trackable service through a third party provider, and Shipping Charges are based on the rates provided to Telescope by these third party providers, and Shipping Charges can be higher. Telescope will within reason and at a pertinent time disclose the estimated shipping cost for the client’s packages, either when an invoice is sent or prior. Telescope can at any time change, update, or modify the minimum cost for Shipping Charges.

5.2.5 Packaging Charges. Telescope will charge a minimum of $3.25 USD for each shipment’s packaging (“Packaging Cost” or “Packaging Charges”) which includes but it not limited to the box or bag used to contain and safely transport the products, packing tape, printed mailing labels, tissue or crinkle paper padding, and note cards, and Packaging Charges will vary in cost based on the size, style, and quantity of materials used. Telescope can at any time change, update, or modify the minimum cost for Packaging Charges. In performance of the Fulfillment Services and unless otherwise specified within the Telescope Services, Telescope may choose to package any order in any manner in its sole discretion. This may include but is not limited to: using filler, cushioning and packaging within non-descript boxes and poly bags, or changing the size of a box or poly bag.

5.2.6 Storefront Charges. Telescope will charge a minimum of $100 per month for the Client’s custom Storefront website, billed monthly. The Storefront features and functionality are not gaurenteed and can change at Telescope’s sole discretion. Telescope can at any time change, update, or modify the minimum cost for Storefront Charges without notifing the Client.

5.2.7 Attrition. The Client understands and agrees that during storage of Physical Items there may be attrition of those Physical Items. Telescope will endeavor to notify the Client of any changes to their inventory due to attrition. In the event the Client experiences the loss, misplacement, or breakage or other attrition over 2% of the Client’s inventory, in total, over 12 months, such loss will prompt notification to the Client by Telescope via email. In such event, Telescope may, at its sole discretion, (i) refund the Client for the cost of the item(s), (ii) re-print the missing item(s), or (iii) issue a credit for use on a future order.

5.2.7 Force Majeure: in the event of weather, fire, strikes, acts of god, or other unforeseen and uncontrollable events, Telescope cannot guarantee the performance of the Telescope Services, including that all requested fulfillment orders will be shipped to comply with Client’s desired arrival date. If there is a delay in shipping due to such events Telescope we will endeavor to notify the Client as quickly as reasonably possible.

5.2.8 Upon Termination of this Agreement we will provide you with at least 30 days notice in which you may provide a shipping address to have your remaining Physical Items shipped to, at the then-current cost of Telescope’s Fulfillment Services (the “Notice Period”). If the Notice Period expires and you have not directed us to ship your Physical Items through the Telescope Services, your Physical Items will be considered abandoned and we may dispose of your Physical Items in our sole discretion.

5.3 Shipping. As a part of the Telescope Services, including both Printing Services and Fulfillment Services, shipping of Physical Items will occur with third party providers.

5.3.1 Responsibility. The Client is responsible for all shipping costs associated with Physical Items ordered through Telescope’s Services. The Services use industry standard third parties in connection with all shipping services and only give estimated ship dates and estimated transit times for all orders. Telescope is not responsible for lost, damaged, or missing shipments, including due to acts of god, weather, third party disruptions, or other shipping issues not caused as a result of Telescope’s negligence or defects in Telescope’s Services. Telescope is not responsible for abandoned, undeliverable, or returned packages due to third party errors, wrong or incomplete addresses, or being declined by a Recipient or the Client. Telescope is not responsible for covering the cost of the re-shipment or the re-shipped items, or for the costs of any lost items. In such cases where a Recipient of your Physical Items wishes to return such item, Telescope is not responsible for asking or ensuring the Recipient returns the item.

5.3.2 Support. Telescope will do its best to provide all supporting documentation and, when possible, pre-pay for customs fees for shipments both domestically and internationally. However, every shipping carrier, method and country has different rules and regulations and may require additional documentation or may require the Recipient to provide additional information and to pay customs fees. As a part of the services Telescope will provide reasonable support to Clients and Recipients during these processes but may not be able to fully remedy any issue. The Client shall be ultimately responsible for all taxes, fees, duties, and other charges associated with the delivery of all Physical Items, whether to a Customer directed address or a Recipient's address.

5.3.3 Delivery. Telescope will use commercially reasonable efforts to ship to every country permitted by United States law and regulations, but due to certain rules and regulations, and costs associated with delivery, Telescope will not be able to ship to every country worldwide.

5.3.4 Carriers. Telescope has the sole right to choose the shipping carrier and shipping method and will charge the Client for all shipping fees and expenses. Telescope does not have and disclaims any responsibility for providing the lowest cost carrier or shipper for any order.

6. Rules & Policies

6.1 Prohibited Uses. Under the license granted in this section 4 of this Agreement, above, you may only use Telescope Services as expressly permitted herein. Without limiting the foregoing, you may not use the Services for any of the following:

6.1.1 any use that interferes with a third party's ability to use the Services;

6.1.2 any use of the Services that threatens, harasses or intimidates any other user of the Services or any third party we implement on your behalf;

6.1.3 impersonating another individual or entity; falsely state or otherwise misrepresent your affiliation with a person or entity;

6.1.4 violate any applicable local, state, national, or international law, or any regulations having the force of law;

6.1.5 solicit personal information from anyone under the age of 18, or send invitations to use the Storefront or Services to individuals under the age of 18;

6.1.6 any use of spiders, robots or any other device or process to monitor the activity on or copy pages from the Services;

6.1.7 reverse engineering, decompiling or disassembling any software or other technology used in conjunction with the Services;

6.1.8 interfering or disrupting the Services by using viruses, spyware, or any other programs or technology designed to disrupt or damage any software or hardware;

6.1.9 use of any meta tags, search terms, key terms, or keywords which contain Telescope’s name, trademarks, or the unauthorized use of any name or trademarks of any other person or entity;

6.1.10 any use or action that directly or indirectly assists or encourages any third party to engage in the above mentioned prohibited uses or otherwise violate this Agreement;.

6.1.11 further or promote any criminal activity or enterprise;

6.1.12 submit any content to Telescope that infringes or violates section 7.3 of this Agreement; or

6.1.13 publicly publish any Storefront material in any media, and/or selling, sublicensing and/or otherwise commercializing any Website or Telescope Services material;

6.2 Sending Telescope Physical Items:

6.2.1 If you send us Provided Physical Items for Fulfillment Services, you shall not send any live animals, chemicals, explosives, hazardous materials, illegal drugs, illegal items, or any other items that may be considered harmful, illegal, or a violation of applicable laws, regulations or policies of common carriers (e.g. USPS, UPS, and Fedex) (collectively, “Disallowed Items”). If you send us Disallowed Items we have the right to refuse delivery, dispose of, or destroy such Disallowed Items with no liability to you or any third party. Further if you send us any items that are dangerous or hazardous to our facilities or equipment, such as flammable or lithium battery operated items, we reserve the right to refuse delivery, dispose or or destroy such items without prior notice to you and without liability.

6.2.2 If you send or deliver us Provided Physical Items for Fulfillment Services, Telescope will not be liable for any (i) third party claims as a result of Shipping the Provided Physical Items on your behalf, (ii) claims of damage or injury to the Provided Physical Items on or after arrival at Telescope’s warehouse, or (iii) claims, issues, or actions resulting from the quality of such items. If you require Physical Items ordered through our Services to be integrated with, combined or incorporated with Provided Physical Items you deliver to Telescope for Fulfillment Services, Telescope will confirm the quality of such Provided Physical Items received by any third party on your behalf; however, Telescope will not guarantee the state of any pieces delivered to us. Once Physical Items Telescope creates are combined with Provided Physical Items you deliver to us in connection with Fulfillment Services, Telescope disclaims responsibility regarding the quality of all Physical Items combined or commingled with the Provided Physical Items delivered by you.

6.3 Ownership and Risk of Loss. Between you and Telescope; you are, and will remain at all times, the sole owner of your Physical Items and Provided Physical Items (“Items”). You bear all risk of loss of your Items. Notwithstanding the foregoing, if your Physical Items are lost, stolen, destroyed, damaged, or unaccounted for solely due to the negligent or willful acts of Telescope or any of its personnel (“Lost Items”), you shall promptly deliver to Telescope a statement addressing the Lost Items via email, the supposed negligent or willful acts of Telescope that led to the Lost Items, and a reasonable statement of the desired replacement of such Lost Items. If Telescope agrees with your statements, it will promptly, at its sole discretion, replace your Lost Items or pay you the reasonable replacement cost for such items. If you ship your Provided Physical Items to Telescope, we do not take ownership or replacement responsibility of such Provided Physical Items. Telescope will only have custodial duties for your Provided Physical Items to facilitate our Fulfillment Services for you, and we will not replace Provided Physical Items in the event of them becoming Lost Items.

6.4 Intellectual Property Infringement. Telescope in its sole discretion may limit or prevent access to the Services by you or your employees or agents in connection with any alleged or actual infringement of any intellectual property rights of others.

7. Virtual and Physical Items Rules and License

7.1 Customer Supplied Content. To create Virtual Items and Physical Items, we allow you to email, or share via link images, graphics, logos, text, or other content with Telescope (collectively, “Customer Supplied Content”).

7.2 Licensing Customer Supplied Content to Telescope. You hereby grant to Telescope, its affiliates, vendors, agents and authorized third parties (in connection with Telescope’s Services) a royalty-free, worldwide, transferable, sublicensable, non-exclusive, right and license to use your Customer Supplied Content, in all media existing now or created in the future, as Telescope deems necessary to (i) allow Telescope to satisfy its obligations to you in connection with this Agreement and/or pursuant to the Services and (ii) enable Telescope to market and promote the Services in any and all media including on the Websites. You retain any and all rights in and to the Customer Supplied Content including, but not limited to any copyright or trademark rights.

7.3 Prohibited Content. You may not provide, by any means, any Customer Supplied Content that is:

7.3.1 generally offensive or inappropriate as determined by Telescope in its sole discretion;

7.3.2 obscene or pornographic;

7.3.3 libelous, slanderous or otherwise defamatory;

7.3.4 designed or intended to harass, threaten, or intimidate others;

7.3.5 in violation of any applicable, rule, law regulation or ordinance;

7.3.6 exploits the images or likeness of minors;

7.3.7 infringing on any right of a third party including, but not limited to any rights relating to trademarks, copyrights, trade secret, trade dress, patent, right of publicity, or right of privacy.

7.4 Monitoring Content. Telescope may, in its sole and exclusive discretion, determine whether any Customer Supplied Content complies with this Section 7 and is appropriate for use with the Services; provided that Telescope does not have any obligation to monitor any submitted Customer Supplied Content.

8. Representations and Warranties

8.1 Representations and Warranties of the Parties. The parties represent and warrant to each other that: (i) they have the full power and authority to enter into and perform the obligations in this Agreement, (ii) the execution and performance of their obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which either party is bound, and (iii) this Agreement is a legal, valid and binding obligation of the party entering into this Agreement, enforceable in accordance with its terms and conditions.

8.2 Client Representations and Warranties. You represent and warrant to Telescope that: (i) your use of the Telescope Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or any other legal right of any third party and will comply with all applicable laws, rules, and regulations, (ii) you are the true owner of the Customer Supplied Content and that the content is free from any and all liens, encumbrances, or any other restrictions on your right to display or use the content, and that there are to the best of your knowledge no pending or threatened claims, demands or litigation concerning any of the Customer Supplied Content, (iii) Telescope will not be required to make any payments such as licensing fees or royalties to any third party in connection with the Customer Supplied Content, (iv) the Customer Supplied Content does not violate Section 7.3 of this Agreement, (v) you own any Physical Items you send to us and it is free of all liens, and no liens will be placed upon your Physical items due to your acts or omissions (vi) any delivery of data or Client’s Recipient information by you to Telescope is approved by such party and Telescope is an authorized third party beneficiary to receive such information from you in connection with the Telescope Services.

8.3 Telescope provides the Services on an “as is” and “as available” basis. Telescope does not represent or warrant that the Services, including the Storefront, Virtual Items, or Physical Items, or their use: (i) will be uninterrupted, (ii) will be free of inaccuracies or errors, (iii) will meet your requirements. Except for the express warranties contained in these terms, our products and services, including all materials incorporated therein, are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible by applicable law, Telescope, its directors, officers, shareholders, employees, contractors, agents, representatives, and affiliates disclaim all warranties, express or implied, including, without limitation, implied warranties of title, non-infringement, accuracy, merchantability, and fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance, or usage of trade. Certain applicable law may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. No statement of Telescope or any of its directors, officers, shareholders, employees, contractors, agents, representatives, and affiliates shall create any warranty other than those expressly contained in these terms. The Physical Items received by the Client and Recipients contain no warranty and Telescope is not liable for any defective items, and disclaims any liability to any harm caused by such items whether defective or not. All items are provided on an “as is” and “where is” basis without any warranties of any kind. 

9. Indemnification and Limitation of Liability

9.1 Indemnification. You will indemnify and hold Telescope and its employees, representatives, agents, affiliates, directors, officers, managers, and members (the “Indemnified Parties”) harmless from any damages, losses, costs, claims, threatened claims, demands, reasonable expenses (including attorneys’ fees), and liabilities (a “Loss”) arising from any breach or any allegation of any breach of any term, covenant, warranty, or obligation of this Agreement, the Privacy Policy, or any Terms of Use by the Client, or any Client affiliate or agent, or any use of the Telescope Services that violates or infringes the rights of any third party in connection with any Customer Supplied Content or other information provided by the Client. If you are required to indemnify Telescope, we will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Telescope’s prior express written consent.

9.2 Exclusion of Damages. The information and images displayed on the Storefront and through the Services is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated, Telescope and its suppliers, content providers, manufacturers, and any third party providers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or third parties and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect Telescope’s liability which cannot be excluded or limited under applicable law.

9.3 Liability. Telescope 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 Services or Website, based on any cause of action, even if advised of the possibility of such damages. In no event will the liability of Telescope in connection with this Agreement, the Storefront and the Services exceed the amounts paid by you to Telescope during the six months immediately preceding the acts giving rise to such liability. Your use of any information or materials on this website is at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific expectations.

10. Term and Termination

10.1 Term. This Agreement shall begin on the date that you approve your first estimate with Telescope, and will continue in full force and effect as long as you continue to use the Telescope Services unless terminated in accordance with this Section 10 (“Term”).

10.2 Termination. Telescope may suspend or terminate your use of the Telescope Services or any portion, aspect or feature of the Storefront or Telescope Services, for any reason, or no reason, at any time, in its sole and absolute discretion. Upon Approval for Warehouse and Storefront services with Telescope, the Client agrees to a minimum of 6 months of billing for these services. After this initial period, these services move to a flexible month-to-month contract term where either party may terminate this Agreement upon thirty (30) days’ written notice. Termination of this Agreement shall not relieve you of your responsibility to pay for any previously ordered Physical Items or the cost of shipping of Physical Items post termination, or other obligations owed to Telescope under this Agreement including Fulfillment Charges, Storage Charges, Packaging Charges, and Shipping Charges incurred before the day of Termination thirty (30) days after written notice.

10.3 If either party shall be adjudicated a bankrupt, institute voluntary proceedings for Bankruptcy protection, make a general assignment for the benefit of its creditors, apply for or consent to the appointment of a Recipient for it or its property, or admit in writing its inability to pay its debts as they become due, the other party may immediately terminate this Agreement by written notice. Any such termination shall not relieve either party from any accrued obligations hereunder.

11. Confidentiality

“Confidential Information” means all information, regardless of the form in which it is communicated or maintained (whether or not prepared by the disclosing party) (the “Discloser”) that contains or otherwise reflects information concerning Discloser and/or its affiliates that is provided by or on behalf of Discloser in the course of services offered and provided under this Agreement. Confidential Information does not include any information that (a) becomes generally available to the public other than as result of a disclosure by recipient or any of its agents, (b) is subsequently lawfully disclosed to the recipient by a third party other than by any means in violation of this Agreement or any other duty owed to Discloser, (c) was rightfully in recipient’s possession free of any obligation of confidence at the time of disclosure to recipient, or (d) was or is independently developed by recipient. Except as permitted by this Agreement, neither party will (a) make any use of the other party’s Confidential Information; (b) acquire any right in the other party’s Confidential Information; (c) disclose any of the other party’s Confidential Information to a third party; or (d) refuse to promptly return or destroy the other party’s Confidential Information upon request. Further, either party may disclose the other party’s Confidential Information to the extent required by law or by order of a court or governmental agency after providing notice to the other party, and providing such party with the opportunity to seek a protective order. The parties may disclose the existence of this Agreement and the parties’ relationship in their respective marketing materials, financial reports, presentations, web site materials, customer lists and other media, but the Client shall submit any such disclosure to Telescope for approval prior to any disclosure and in no event may either party disclose the financial or other terms of this Agreement. The covenants set forth in this section will apply upon commencement of this Agreement to any Confidential Information disclosed to the receiving party, including Confidential Information disclosed during the course of negotiation of this Agreement; and will continue after termination of this Agreement.

12. Notice

All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, (iii) electronic mail. If you give notice to Telescope, you must use the following address: 2125 Bay Street, Los Angeles, CA 90021. If Telescope provides notice to you, we will use the contact information provided by you. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.

13. Dispute Resolution

Any and all disputes arising out of, relating to, or connected with this Agreement or your use of any part of the Services or the Website will be exclusively resolved in small claims court in Los Angeles, California, if the claim meets the requirements for resolution therein, or, if it exceeds the threshold for small claims court, under confidential binding arbitration held in Los Angeles, California, by a sole arbitrator. If the dispute is taken to arbitration, the arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator's award will be brought in a federal or state court located in the City and County of Los Angeles, California. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and California State courts in the City and County of Los Angeles. This Agreement shall be governed by laws of the State of California, without regard to its conflicts of laws principals.

14. Intellectual Property Rights

All intellectual property rights and all other rights, title and interest in and to the Telescope Services shall remain the exclusive property of Telescope, its affiliates, agents, subcontractors, and/or its licensors. Such rights include, but are not limited to any proprietary rights used in providing the Services, including, but not limited to computer software and hardware interfaces. You do not acquire any right, title or interest in or to the above mentioned rights through your use of the Services under this Agreement or otherwise. Nothing created under this Agreement is a joint work. For the sake of clarification this provision shall include any customization of the Services that Telescope provides for you, or any suggestions you make to the improvement of the Services. You and Telescope are independent contractors, and no agency, partnership, joint venture, or employee-­employer relationship is intended or created by these Terms.

15. Data Ownership

All customer data processed through the Storefront and Services will become the property of Telescope and Telescope shall grant you access to the data processed through the Services during the term of this Agreement. Telescope hereby agrees that it will not sell, license, rent or otherwise share any information collected through the Services with any third party except as necessary in the performance of its obligations under this Agreement and as set forth in the Privacy Policy. You acknowledge that Telescope may use information for the purposes of expanding and facilitating the Services, conducting marketing activities and analysis, and statistical analysis, on an aggregated and anonymous basis.

16. General

16.1 Entire Agreement. This Agreement, all of the policies and other agreements mentioned herein, which are each hereby incorporated herein by 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.

16.2 No Waiver. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

16.3 Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.

16.4 Assignment. This Agreement will be binding upon each party and its successors and permitted assigns after the Client’s first proposal approval until Termination. Except in the case of an acquisition for all, or substantially all, of a party’s assets this Agreement cannot be assigned or transferred by you without the prior written consent of Telescope.

16.5 Modification of the Service. Telescope reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on this page. For certain changes to this Agreement, Telescope, may at its option, notify you by email at the email address in our then-current records. If any modification is unacceptable to you, your only recourse is to discontinue the use of Telescope’s Services. Your continued use of the Services and Storefront following the posting of a change notice or new Agreement on the services will constitute affirmative and binding acceptance by you of the changes.

16.6 Third-Party Services. Telescope may, in its absolute discretion use third parties to provide the Telescope Services or any component thereof. These third party independent contractors and vendors are not related to Telescope and Telescope does not exercise any control or supervision over such contractors and vendors or the services that they provide. You agree that Telescope will not be liable to you in any way for our use of such third party independent contractors and vendors. You understand that Telescope is not associated with those third parties, and that such third parties may have their own terms of use and other policies which govern your use of their services. Telescope will at the Client’s request disclose which third parties are being used so that the policies of those third parties can be reviewed.

16.7 Survival. Accrued payment obligations will survive any expiration or termination of this Agreement. Upon expiration or termination of this Agreement, Telescope may delete or remove any Customer Supplied Content, Storefront access, or other materials relating to your use of the Telescope Services or in its possession and Telescope will have no liability to you or any third party for doing so.