The terms and conditions of this agreement (this “Agreement”) constitute the agreement among Triadex Print & Mail Services, a division of Print Processing Industries, LLC (“Triadex”) and the undersigned user (“You” or “you”). In connection with your use of the Triadex Savings Card Program (the “Service” or “Services” as applicable herein) provided by Triadex and its fulfillment partners.
For the purposes of this Agreement, if a user is not an individual, then “You” or “you” will include the user’s company, its officers, employees, members, agents, successors and assigns. This Agreement will govern all current and future insertion orders (exhibit A) between the two parties.
The following terms as used in this Agreement shall have the following meanings:
Program Details
The scope, features and deliverables of the Services selected by you and agreed to by you and Triadex are set forth in the service order (the “Service Order”) agreed to by you and Triadex
Fees
You will be responsible for paying the fees and sales tax on the order as required by law. If you cancel the Service, you will be responsible for
(1) reimbursement of Triadex of all out-of-pocket expenses incurred by Triadex in setting up your Savings Card Program, and
(2) a cancellation fee of $200. You agree to comply with the terms and conditions set forth in the insertion order (exhibit A) regarding the procedures for creating your materials for the Services provided by Triadex.
Third-Party Providers
You acknowledge and agree that Triadex in its sole discretion will be relying from time to time on third party providers in connection with certain aspects of the Services provided by Triadex, including but not limited to list rental and card production.
Marketing Assistance
In addition to the services described herein, Triadex will provide you with marketing assistance at no additional cost in connection with your mailing materials. Such assistance will include suggestions regarding formatting, presentation and advertisement copy.
You will have final say over all advertisement copy and presentation materials and Triadex hereby disclaims all warranties relating to the compliance of any advertisement copy suggested by Triadex with applicable federal, state or local laws. You further acknowledge and agree that all final copy will be reviewed by your legal counsel prior to printing and mailing.
Disclaimer of Warranties
TRIADEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRIADEX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRIADEX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DOWNTIME, FAILURE TO REALIZE SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN IF TRIADEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(I) THE USE OF THE SERVICE;
(II) UNAUTHORIZED ACCESS TO, ALTERATION OF OR DISCLOSURE OF YOUR DATA;
(III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR
(IV) ANY OTHER MATTER RELATING TO THE SERVICE.
IF, NOTWITHSTANDING ANY OF THE OTHER PROVISIONS OF THIS AGREEMENT, THERE SHALL BE ANY LIABILITY OF TRIADEX TO YOU OR ANY THIRD PARTY THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO THIS AGREEMENT, THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL NOT EXCEED TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500).
THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FEES CHARGED AND/OR PAID. THE LIMITATIONS IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Indemnification
You agree to indemnify and hold Triadex and its subsidiaries, parent companies, affiliates, officers, agents, cobranders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by you or any third party due to or arising out of
(a) any of the events described in the preceding paragraphs,
(b) any information you submit through the Service;
(c) any claims made by you or other advertisement copy contained in materials printed and mailed through your use of the Service, regardless of any input offered by Triadex regarding your marketing materials;
(d) your use of the Service; or
(e) your violation of any rights of another.
Compliance with Federal, State and Local Law
You certify that all services which you request Triadex to perform shall comply with all federal, state and local laws. You shall defend, indemnify and hold Triadex and its subsidiaries, parent companies, affiliates, officers, agents, cobranders or other partners, and employees, harmless to the extent permissible by law from any claims or liability imposed by any governmental authority resulting from the performance of requested services in conformance with this agreement.
No Agency
The relationship between you and Triadex is that of independent contractors, and no agency, partnership, joint venture, employee/employer or franchiser/franchisee relationship is intended or created by this Agreement.
Other Provisions
Non-Transferable
Your right to use the Service is not transferable.
Binding Obligation; Authority
You represent and warrant that: (I) you have read and understood this Agreement and that it constitutes a valid, binding obligation, and (ii) you have full power, authority and legal capacity to enter into this Agreement and follow its obligations.
If you are registering on behalf of a company or other entity, you agree that you have the authority to bind your principal or employer company. This Agreement will be binding upon and enforceable by the parties it describes and their respective officers, directors, employees, representatives, successors and assigns.
Notice
Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Service.
Entire Agreement
This Agreement and the Pricing Schedule constitute the entire agreement among the parties with respect to the subject matter that is described herein and therein, and supersede all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the information covered herein and therein.
Severability
If any section of this Agreement is found to be invalid or unenforceable in any jurisdiction in which it is performed, then the meaning of that section will be interpreted, to the extent feasible, in a way that renders it enforceable.
If no feasible interpretation is possible, the section will be severed from the rest of this Agreement and the rest of the Agreement will remain in full force and effect.
Section Headings
The section headings are for convenience only; they form no part of this Agreement and will not affect the interpretation of this Agreement.
Non-Waiver
The failure of Triadex to enforce or require enforcement of any provisions of this Agreement will not constitute, or be construed to be, a waiver of the Agreement’s provisions, nor will it affect the right of Triadex to enforce all provisions of this Agreement thereafter.
Survival
You agree that any cause of action arising out of or related to the Service or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this Agreement.
Attorney’s Fees
Should it become necessary to collect any amounts due under this Agreement through an attorney, you shall pay all costs incurred by or accruing to Triadex in making such collection, including a reasonable attorneys’ fee.
Security Policy
To protect your personal and payment information, we use industry-standard Secure Sockets Layer (SSL) encryption technology to ensure that your data, including your credit card number, name, and address, is protected during transmission. We do not store your credit card information. SSL encrypts this information, ensuring that it cannot be intercepted or read over the internet by unauthorized parties. Rest assured, our systems adhere to strict security protocols to maintain the highest standards of online security. While we strive to protect your data, it’s important to note that no internet transmission or electronic storage method is completely secure or reliable, and we cannot ensure absolute security.
Credit Policy
We do not offer refunds for our direct mail services. However, if you believe there is an issue with the service provided, you may submit a dispute for review. Disputed items will be evaluated on a case-by-case basis, and credits may be issued as deemed appropriate by our customer service team.
To initiate a dispute or request a credit, please contact our customer service team at 813-797-7572 or via your Triadex Services Account Executive within 10 days of the service date.
Shipping Policy
As a provider of direct mail and digital marketing services, we generally do not ship physical products. However, in cases where physical materials, such as printed items, need to be shipped on behalf of a client, any associated shipping costs will be passed through at the actual rate charged by the carrier or printer. We do not markup shipping fees or add any handling charges to these costs.
When applicable, shipping fees will be included in your final invoice and reflect the exact charges from the third-party carrier. Please note that delivery timelines and options will depend on the carrier or printer selected for the project. For any inquiries related to shipping, please contact us at 813-797-7572 or via your Triadex Services Account Executive.
Choice of Law and Dispute Resolution
This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of Florida or the laws of the State of your main office, or your applicable office facility, at the sole discretion of Triadex and without regard to any conflicts of laws. Any controversy involving Triadex arising from or in any way related to this Agreement or your use of the Service shall be submitted to arbitration to be conducted in accordance with the Rules of Commercial Arbitration of the American Arbitration Association (“AAA”).
