Please read the following Terms and Conditions of Use (these "Terms") carefully before using the JKG Group Website, located at www.jkggroup.com, the MarCommand Website, located at www.marcommand.com, as well as any online features, services and/or programs offered by JKG Group, Inc. (collectively, the "Website"). By accessing or using the Website, you, as a client or customer or potential client or customer of JKG Group, Inc. ("Client"), agree to be legally bound by the following Terms. Client should review these Terms regularly as they may change at any time at the sole discretion of JKG Group, Inc. ("Company"). If Client does not agree to any portion of these Terms, it should not access or otherwise use the Website. "Content" refers to any materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on the Website.
1. TERMS GOVERNING ALL PROJECTS.
(a) Quotations. Quotations are based upon the specifications as submitted and may be subject to a re-quote if the project is submitted thirty (30) days or more after the date of the quote, or the specifications and art files do not match at the time of receipt of the files. A quotation that is not accepted within thirty (30) days may be changed by Company.
(b) Accuracy of Specifications. Quotations are based on the accuracy of the specifications provided to Company by Client. Company can re-quote a project at time of submission if copy, film, tapes, disks, or other input materials do not conform to the information on which the original quotation was based. All specifications submitted by Client will be subject to Company's review and written approval.
(c) Alterations/Corrections. Client alterations include all work performed in addition to the original specifications. All such work may be billable to Client.
(d) Outside Purchases. Unless otherwise agreed-to in writing, all outside purchases that are requested or authorized by Client will be chargeable to Client.
(e) Over-runs and Under-runs. Plus or minus five percent (5%) of the quantity ordered shall constitute a complete order. All orders will be billed based on the actual count delivered and pro-rated accordingly. If Client has not established open credit terms with Company, a fifty percent (50%) deposit will be required with all orders. The balance must be paid in full prior to shipping. Company will bill for actual quantity delivered within this tolerance. If Client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
(f) Prepress Proofs. Company will submit 1 set of prepress proofs along with original copy for Client's review and approval. Additional sets may be billable to the Client. Corrections will be returned to Company on a "master set" marked "OK," "OK With Corrections," or "Revised Proof Required" and signed by Client. Until the master set is received, no additional work will be performed. Company will not be responsible for undetected production errors if: (i) proofs are not required by Client; (ii) the work is printed in accordance with Client's approval; and/or (iii) requests for changes are communicated orally.
(g) Color Proofing. A color proof is used to simulate how the printed piece will look. Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance and the proof becomes part of the contract between Client and Company.
(h) Client-Furnished Materials. Materials furnished by Client or its representatives for use in connection with the fulfillment of an order placed by Client (“Client Materials”) will be verified by delivery tickets. Company will bear no responsibility for discrepancies between delivery tickets and actual counts. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by Client must be usable by Company without alteration or repair. Client will retain ownership of all Client Materials even after their submission to Company; provided, however, that Company will not have any obligation to return any Client Materials to Client unless Company otherwise agrees in writing.
(i) Client's Property. Client will be solely responsible for insuring any property belonging to Client (including, but not limited to, any Client Materials) while that property is in Company's possession, except that Company will be responsible for any loss of or damage to Client property that arises because of Company’s negligence, gross negligence or willful misconduct.
(j) Liens. As security for payment of any sum owed to Company for purchases made through the Website, Company has the right to hold and place a lien on all property of Client that is in Company's possession. 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, Client is liable for all reasonable collection costs incurred.
2. USE OF WEBSITE AND CONTENT. Client may view, copy or print pages from the Website solely for its own internal purposes and business operations. Client may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Website without the express, prior, written consent of Company. Client agrees not to decompile, reverse engineer, disassemble or otherwise attempt to discover the source code of the Website or any component thereof, including, but not limited to, MarCommand. Client may not use the Website or any component thereof in any way that violates or breaches any applicable code of conduct, policy or other notice. Client will comply at all times with all applicable federal, national, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
3. USER ACCOUNT, PASSWORD AND SECURITY.
(a) User Account. For certain types of features available through the Website, we require the use of encryption technologies provided for Client's protection and/or Client's use of a UserID and password after setting up a User Account. We use reasonable precautions to protect the privacy of our Clients' UserID, password, User Account information and credit card information by utilizing a Secure Socket Layer ("SSL") connection. Accordingly, Client's UserID, password, User Account information and credit card information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Website.Client, however, is ultimately responsible for protecting its own UserID, password, User Account information and credit card information from disclosure to third parties, and Client is not permitted to circumvent the use of required encryption technologies. Client agrees to (i) immediately notify Company of any unauthorized use of Client's UserID, password or User Account, or any other breach of security, and (ii) ensure that Client exits from Client's User Account at the end of each session. While we provide certain encryption technologies and use other reasonable precautions to protect Client's confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the internet is secure, or that such transmissions are free from delay, interruption, interception or error.
(b) Accurate Information. In creating and using Client's User Account on the Website, Client agrees to: (i) provide true, accurate, current and complete information about Client on any registration form required on the Website (such information being the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Client provides any information that is untrue, inaccurate, not current or incomplete, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then we have the right to suspend or terminate Client's User Account and refuse any and all current or future use of Client's User Account.
4. DISCLAIMERS; WARRANTIES.
(a) NO WARRANTIES AS TO WEBSITE. CLIENT EXPRESSLY AGREES THAT CLIENT'S USE OF THE WEBSITE IS AT CLIENT'S SOLE RISK. THE WEBSITE AND THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR CLIENT'S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. This exclusion of warranties does not apply to any products that Client may purchase from Company. COMPANY PROVIDES THE WEBSITE ON A COMMERCIALLY REASONABLE BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE CONTENT OR ANY SERVICES OFFERED IN CONNECTION WITH THE WEBSITE ARE OR WILL REMAIN UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEB PAGES ON THE WEBSITE OR THE SERVERS USED IN CONNECTION WITH THE WEBSITE ARE OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT GUARANTEE THAT CLIENT WILL BE ABLE TO ACCESS OR USE THE WEBSITE AT TIMES OR LOCATIONS OF CLIENT'S CHOOSING, OR THAT COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE WEBSITE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. UNLESS COMPANY OTHERWISE AGREES IN A WRITING SIGNED BY AN AUTHORIZED OFFICER OF COMPANY, THE ENTIRE LIABILITY OF COMPANY AND CLIENT'S EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE WEBSITE WILL BE THE CANCELLATION OF CLIENT'S USER ACCOUNT.
(b) Deliverables Warranty. Company warrants that all deliverables purchased by Client through the Website ("Deliverables") will conform in all material respects to the specifications therefor that have been approved by Company in writing. If any Deliverables provided by Company fail to conform to the foregoing warranty, Company will, at its sole expense and at its option, promptly replace or supplement such nonconforming Deliverables or refund the amount paid for such nonconforming Deliverables. EXCEPT AS EXPRESSLY OTHERWISE SET FORTH ABOVE, COMPANY PROVIDES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY DELIVERABLES (OR ANY SERVICES PERFORMED RELATED TO ANY DELIVERABLES).
5. INDEMNIFICATION. Client agree to defend, indemnify and hold harmless Company and its directors, officers, employees and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) that Company may incur with respect to or arising out of: (a) Client's failure to comply with these Terms or any law, rule or regulation, and/or (b) Client's negligence, misconduct or breach of Client's obligations under these Terms.
6. LIMITATION OF LIABILITY.
(a) IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, LIQUIDATED, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF WHATEVER NATURE OR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF INCOME, LOSS OF BUSINESS OR CONTRACT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR LOSS OR CORRUPTION OF DATA, HOWSOEVER CAUSED, ARISING FROM CLIENT'S USE OF THE WEBSITE AND/OR THE PURCHASE OR SALE OF ANY DELIVERABLES OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO CLIENT'S USE OF THE WEBSITE AND/OR ANY DELIVERABLES OR SERVICES PURCHASED OR PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE LIABILITY OF COMPANY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
(b) EXCEPT WITH RESPECT TO THE FEES PAYABLE BY CLIENT TO COMPANY, AND WITH RESPECT TO THE INDEMNIFICATION OF THIRD PARTY CLAIMS, EACH PARTY’S LIABILITY TO THE OTHER FOR ANY CAUSE WHATSOEVER, WHETHER ARISING UNDER THESE TERMS OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT TO COMPANY UNDER THESE TERMS WITHIN THE ONE YEAR PRECEDING THE EVENT (OR LAST IN A SERIES OF EVENTS) WHICH GAVE RISE TO THE CLAIM.
8. THIRD PARTY CONTENT.
(a) Company may provide hyperlinks to other websites maintained by third parties, or Company may provide third party content on the Website by framing or other methods. THE LINKS TO THIRD PARTY WEBSITES ARE PROVIDED FOR CLIENT'S CONVENIENCE AND INFORMATION ONLY. THE CONTENT ON ANY LINKED WEBSITE IS NOT UNDER COMPANY'S CONTROL AND COMPANY IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD PARTY WEBSITE. IF CLIENT DECIDES TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO THE WEBSITE, CLIENT DOES SO ENTIRELY AT CLIENT'S OWN RISK.
(b) If a third party links to the Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Company. In most cases, Company is not even aware that a third party has linked to the Website. A third party website that links to the Website: (i) may link to, but not replicate, Company's Content; (ii) may not create a browser, border environment or frame Company's Content; (iii) may not imply that Company is endorsing it or its products or services; (iv) may not misrepresent its relationship with Company; (v) may not present false or misleading information about Company's Deliverables or services; (vi) should not include content that could be construed as distasteful, offensive or controversial; and (vii) should contain only Content that is appropriate for all age groups.
9. CONFIDENTIALITY. Client agrees not to disclose Company's confidential information to any individual or entity without Company's prior written consent. Client's employees must agree to comply with this confidentiality obligation before being provided access to the Website. Client acknowledges that any unauthorized use or disclosure of Company's confidential information may cause irreparable damage to Company. Company's confidential information includes, but is not limited to, all software, technology, programming, specifications, materials, pricing, guidelines and documentation relating to the services and Deliverables provided or available through the Website.
10. COPYRIGHT AND TRADEMARKS.
(a) The trademarks, service marks and logos used and displayed on the Website are Company's, or its affiliates' or suppliers', registered and unregistered trademarks. Company is the copyright owner or authorized licensee of all text and all graphics contained on the Website. All trademarks and service marks of Company, or its affiliates, that may be referred to on the Website are the property of Company, or one of its affiliates. Other parties' trademarks and service marks that may be referred to on the Website are the property of their respective owners. Nothing on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Company's, or its affiliates' or suppliers', trademarks, service marks or copyrights without Company's prior written permission. Company aggressively enforces its intellectual property rights. Neither the name of Company, its affiliates, nor any of Company other trademarks, service marks or copyrighted materials may be used in any way, including in any advertising, hyperlink, publicity or promotional materials of any kind, whether relating to the Website or otherwise, without Company's prior written permission, except that a third party website that desires to link to the Website and that complies with the requirements of Paragraph 8(b) above may use the name "JKG Group" or the mark "MarCommand" in or as part of that link.
(b) Client warrants that it has the right to submit the Content to Company and that all Content to be printed is not copyrighted by a third party. Client also recognizes that, because Content does not need to bear a copyright notice in order to be protected by copyright law, the absence of such a notice has no bearing on Client's right to reproduce that Content. Client further warrants that no copyright notice has been removed from any material used in preparing the Content for reproduction. Client agrees to defend, indemnify and hold Company harmless for all liabilities, damages, losses, costs and/or expenses, including, but not limited to, reasonable attorneys’ fees and costs, arising out of or in connection with any claim of copyright infringement involving any Content provided or submitted to Company by Client.
12. AVAILABILITY. Information that Company publishes on the Website may contain references or cross-references to products, programs or services of Company, its partners, suppliers or affiliates, that are not necessarily announced or available in Client's area. Such references do not mean that Company, or any of its partners, suppliers or affiliates, will announce any of those products, programs or services in Client's area at any time in the future. Client should contact Company for information regarding the products, programs and services that may be available to Client, if any.
13. NON-TRANSFERABILITY OF USER ACCOUNTS. User Accounts and UserIDs are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Website with his or her UserID and password.
14. COPYRIGHT COMPLAINTS. Company owns, protects and enforces copyright and other rights in its own intellectual property, and respects the intellectual property rights of others. Materials may be made available on the Website by third parties not within the control of Company. It is our policy not to permit materials known by us to be infringing to remain on the Website. Please notify us promptly if you believe that any materials on the Website infringe the intellectual property rights of anyone else. Once we receive proper notice of claimed infringement under the Digital Millennium Copyright Act (the "DMCA"), Company will respond promptly to remove the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content at issue. Notice of alleged infringement must be sent by certified mail and marked "Copyright Infringement" to JKG Group, Inc., 990 South Rogers Circle, Boca Raton, FL 33487.
15. TERMINATION OF SERVICE. We may terminate Client's account or right to access secured portions of the Website at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Website, to Company, to its partners or suppliers, to the business of the Website's internet service provider, or to other information providers.
16. GOVERNING LAW; VENUE. These Terms will be governed by the laws of the State of Florida, without giving effect to any principles of conflicts of laws. By using or accessing the Website, Client agrees that any action at law or in equity arising out of or relating to Client's use of the Website or these Terms will be filed only in the U.S. District Court for the Southern District of Florida, or if such court lacks jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach County, Florida, and Client hereby consents and submits to the personal jurisdiction of such courts for the purpose of litigating any such action.
17. LOCAL LAWS. Company makes no representation that content or materials on the Website are appropriate or available for use in jurisdictions outside the United States. Nor does Company represent that its Deliverables can be sent to or used in all countries and jurisdictions. Access to and purchases from the Website from jurisdictions where such access and/or purchases is illegal are prohibited. If Client chooses to access the Website from other jurisdictions, Client does so on Client's own initiative and is responsible for compliance with applicable local laws. Company is not responsible for any violation of law. Client may not use or export the Content or materials on the Website in violation of U.S. export laws and regulations. Client agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Client resides (if different from the United States).
Client's Consent To This Agreement
By accessing and using the Website, Client consents to and agrees to be bound by the foregoing Terms. If we decide to change these Terms, we will make an effort to post those changes on this web page so that you will always be able to understand the terms and conditions that apply to your use of the Website.
If you have additional questions or comments of any kind, or if you see anything on the Website that you think is inappropriate, please let us know by email at firstname.lastname@example.org or by sending your comments to: