I. TERMS OF SALE
1. Production times are estimated with the understanding orders are submitted with all necessary information and you have approved all renderings and strike offs in a timely fashion. We are not responsible for delays beyond our control, including but not limited to late vendor shipment, trucking delays or delays caused by natural disaster. We will do our best to keep you informed of shipment status.
2. Customer shall assume all risk of loss or damage to materials upon their delivery, which shall mean once the shipment has been left at the shipping address you provided to us.
3. Limited Warranty: We will use reasonable efforts to inspect materials, or have materials inspected, before being delivered to the customer. In the event of a manufacturing defect, we will use reasonable efforts to expedite manufacturing-related claims in accordance with the manufacturer’s warranty. To report a defective item, please contact our customer service. In the rare case that, in June St. George’s sole discretion, a delivered product is defective, we will exchange the item if reported within 30 days of receipt. All defective items must be returned like new in their original packaging. Like new means that, while original protective wrapping may be missing, the original packaging is intact and pristine, and there are absolutely no signs of wear on the item or its packaging.
4. All textile fabrics have some degree of variability and there are variances in monitors and screen resolutions. It is normal for June St. George material to have some color or textural variations from online appearance, samples, and/or dye lot to dye lot. Such variations are not a basis for a defect claim. Please note that materials can expand or contract and, as such, dimensions may vary slightly as this is a hand-made product.
5. RETURNS: For custom products, no refunds, cancellations or exchanges are possible. All orders are FOB Shipping Point and are paid in full when the order is placed. CUSTOMER’S SOLE REMEDY, FOR ANY DEFECT OR COMPLAINT RELATING TO ANY PRODUCT PROVIDED BY JUNE ST. GEORGE, IS LIMITED TO REPAIR OR REPLACEMENT, AT JUNE ST. GEORGE’S OPTION, OF ANY ITEM DEEMED DEFECTIVE BY BOTH CUSTOMER AND JUNE ST. GEORGE, AND TIMELY NOTICED TO JUNE ST. GEORGE AS SET FORTH IN PARAGRAPH 3, ABOVE. All rug sales are considered to be custom products unless specifically identified as, and marked as, ready-made products (the availability of which is not guaranteed).
6. Except for the Limited Warranty set forth in paragraph 3 above, NO WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE MATERIALS. WARRANTIES APPLICABLE TO MATERIALS ARE LIMITED TO THOSE PROVIDED BY THE MANUFACTURER. THE IMPLIED WARRANTIES OF MERCHANTABILTY AND FITNESS FOR A PURPOSE ARE EXCLUDED FROM THESE TERMS AND CONDITIONS.
7. Except for a breach of the Limited Warranty set forth in paragraph 3 above, and other than the remedy set forth in paragraph 5 above, IN NO EVENT WILL JUNE ST. GEORGE OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH OR RELATED TO YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR OUR SERVICES, EVEN IF JUNE ST. GEORGE HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES.
II. REVIEW OF YOUR CUSTOM RUG ORDER
We provide the online tools for you to design and review your custom rug order before submission. Because of the custom nature of each order, we are unable to accept returns and cancellations are unavailable, so we encourage you to carefully review your order to ensure its accuracy before submitting. Because we are an online business and because we cannot allow for returns of custom rugs, we highly recommend you learn about our materials and carefully review the rendering that will be provided to you after you place your order. You will be provided with one strike-off sample 3-4 weeks after you have approved your rendering. If you request any additional renderings or strike offs after the first complimentary rendering and strike off, there may be an additional cost. Please contact us at email@example.com to discuss additional fees and costs.
III. PRODUCT COLOR AND MATERIAL REPRESENTATIONS
We attempt to describe our products as accurately as possible. However, we cannot guarantee that product representations appearing on this Site are completely accurate. Colors and textures, as they appear on your computer monitor, may vary slightly from the actual materials.
IV. PAYMENT AND SALES TAX
We reserve the right to reject, at our discretion, any method of payment. Acceptable methods of payment are identified during the checkout process. We will collect applicable state and federal sales tax.
All prices on the June St. George website, mobile application or any other medium (“Site”) are subject to change and/or correction at any time.
For custom rugs, we will begin to manufacture your rugs once your sample is approved and payment received. Shipping time varies depending on a number of factors, including your location and rug size. Delivery estimates will be provided to you either at the time of or after approval of your order. Rugs will be shipped via UPS, unless White Glove Delivery Service is selected. Please contact us at firstname.lastname@example.org for pricing and availability of White Glove Delivery Service.
VII. SHIPPING DAMAGE
If your rug appears to be damaged upon delivery, then you must (1) make a note of the damage to the shipper; (2) refuse delivery of the rug from the shipper and (3) call or email email@example.com immediately (same day as delivery) so that we can make arrangements. If necessary, we will arrange for pick-up of the rug, handle any damage claim with the shipper and arrange for a replacement.
Open and inspect your rug as soon as you receive it. Any damage to the rug must be reported immediately.
A few steps to perform upon receipt of products:
- Check to ensure everything is there. DO NOT sign for delivery until you have completely inspected the rug.
- If something is missing, note it on the bill of lading.
- Check for obvious signs of damage. If you note something that looks damaged, first bring it to the driver’s attention. Open that package, and carefully inspect the product. Note any damage directly on the bill of lading.
- Have the delivery person confirm the missing goods or damage by signing the Bill of Lading. If you are unable to inspect the product then sign your Bill of Lading," received subject to inspection."
- Keep a copy of the bill of lading.
Need It Sooner?
Contact us to determine if expedited manufacture and delivery is available for your item.
Please note: On rare occasions, there may be delays due to out-of-stock materials, inventory taking, shipping delays, and temporary factory overload or factory closures. You will be notified via email if production and/or delivery has been delayed.
Alaska and Hawaii
For shipments to Alaska and Hawaii, additional shipping charges will apply which will be quoted prior to shipment. Express shipments are not available to Alaska or Hawaii. We do not offer shipping outside the United States, or to APO/FPO addresses, Guam or Puerto Rico.
VIII. THESE TERMS AND CONDITIONS OF SALE MAY CHANGE
We reserve the right to update or modify these terms and conditions of sale at any time without prior notice to you. Your use of the Site following the date of such change constitutes your agreement to be bound by the terms and conditions as changed.
IX. ALL DESIGNS ARE PROPERTY OF JUNE ST. GEORGE
All designs and artwork are copywrited by June St. George. They may not be altered or reproduced in part or in full without permission of June St. George. All designs, monograms, medallions and all other artwork and designs are illustrated by the artist and are not available for purchase or reproduction without permission from June St. George. Digital files are not available.
Waiver and Severability of Terms
If any part of this Agreement is determined to be invalid or unenforceable, it will not impact any other provision, all of which will remain in full force and effect. The failure of June St. George to partially or fully exercise any rights under this Agreement or the waiver of any of the terms of this Agreement by June St. George shall not prevent a subsequent exercise of such right by June St. George or be deemed a further or continuing waiver by June St. George of that or any other term. The rights and remedies of June St. George under this Agreement and any other applicable agreement between you and June St. George shall be cumulative, and the exercise of any such right or remedy shall not limit June St. George's right to exercise any other right or remedy.
No Third Party Beneficiaries
Nothing in this Agreement shall be deemed to confer any third party rights or benefits.
The Agreement is offered and made by June St. George, which is located in Raleigh, North Carolina. The Services may not be, and we make no representations that it is, appropriate or available for use outside of the United States. We will not deliver product outside of the United States.
Choice of Law and Forum
This Agreement is governed by, and will be interpreted in accordance with, the laws of the State of North Carolina, without regard to any choice of law provisions. Any claim or dispute between you and June St. George that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in Raleigh, North Carolina.
TERMS OF SERVICE
Description Of Service
JSG provides a platform via its website and apps (the “Site”) to customers and potential customers (“Users” or “you”) to view, design and purchase products or view any blogs or newsletters (the “Services”). In the course of using the Site and Services, you may provide us with designs for your custom product (the “Design” or “Designs”). Additional Services may be offered by us from time to time. The following are the terms of service (“Terms”) for using the Site and the Services.
JSG grants you a nonexclusive, nontransferable, revocable license to access and use the Site and Services strictly in accordance with the Terms. No printout or electronic version of any part of the Site or Services may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
We provide a platform to view, design and purchase products. We may develop more features and services in the future.
Acceptance Of Terms
By using the Site, you agree that you are 18 or older and agree to all the terms below.
Modification of Terms
JSG reserves the right, at its sole discretion, to modify or replace the terms at any time. If the alterations constitute a material change, JSG will notify you by posting an announcement on the site. What constitutes a material change will be determined at JSG’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Continuing to use any Service shall constitute your acceptance of the Terms as modified.
In addition, when using particular features of the Services, you shall be subject to any guidelines or rules posted for and/or applicable to such Services.
Your access to and use of the Site and our Services may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of JSG. JSG reserves the right to suspend or discontinue the availability of the Site and/or any Service at any time at its sole discretion and without prior notice. JSG may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. The Site should not be used or relied upon for storage of your Designs.
If these terms change, we will notify you. Also, things can go wrong and the service may be interrupted. It’s unlikely, but sometimes things can go really wrong.
As a condition to using Services, you may be required to open an account with JSG and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your access to the Services, by either terminating your email access or your account.
You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your JSG account.
To fully use the services and purchase products, you need to create your own account, and be responsible for maintaining and protecting your account information.
Use of Site; Restrictions
Subject to these Terms, JSG grants you permission to use the Services, and make purchases solely for your use as intended through the normal functionality of the Site. If you violate any of these Terms, we may, at any time, revoke permission to use the Site and terminate your account. JSG reserves the right to discontinue or make modification to the Site at any time. Except for allowing you to use the Site for your personal use as set forth above, when you use the Site, you are NOT receiving a license or any other rights from us, including intellectual property or other proprietary rights of JSG. We reserve all rights not expressly granted, in and to the Site, any blogs or newsletters and their content.
In your use of the Site you agree that you will not:
1. Use the Services for any illegal activity or to violate laws in your jurisdiction;
2. Exploit the Site to access unauthorized information;
3. Modify the Site content;
4. Copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the content on the Site or Services, in whole or in part, without our prior written consent;
5. Engage in or contribute to any wrongdoing that may create any liability for us;
6. Harm minors in any way or solicit personal information from anyone under 18;
7. Use the Site to infringe or violate ours or any third party rights including breach of confidence, copyright, trademark, patent, trade secret, moral rights, privacy rights, right of publicity, or any other intellectual property or proprietary right;
8. Provide false or deceptive information, or impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
9. Use any email address that you do not have authorization to use, to sign up for our newsletters;
10. Circumvent, disable or otherwise interfere with security-related features of the Site, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
11. Decompile, disassemble, or reverse engineer any portion of the Site, except as may be permitted by law;
12. Process, collect or record user information or Site content, or otherwise access the Site without our permission, using automated means, such as but not limited to robots, spiders, scrapers, or site search/retrieval applications;
13. Contribute content that contains restricted access mechanisms, hidden content of any kind, or utilize SQL injection or cross site scripting methods; or
14. Use the Site or any content to transmit any computer virus, worm, defect, Trojan Horse, or any other item of a destructive nature.
To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under “COPYRIGHT COMPLAINTS” below) please send written notice to JSG at email: firstname.lastname@example.org.
You cannot use our site to conduct illegal activity, negatively impact the Site, steal stuff, send spam, and do other crazy things. Please be reasonable and responsible, and respectful.
Security and Account
In order to access some features of the Site, including purchasing options, you will have to register with the Site and create an account. You may not use another user’s account without their prior written permission. When you create an account, you must provide accurate and complete information. If any of your information changes, you agree to update your registration information as soon as possible. If we believe that your registration information may not be complete, current, or accurate, or that you have otherwise violated these Terms of Service, we reserve the right to suspend or terminate your account and disallow you further access to the Site. You are solely responsible for the activity that occurs on your account, and you must keep your login information and account password secure. You may change your password at any time by updating your account settings. In addition, you agree to promptly notify us of any unauthorized use of your password or login information, the intentional or inadvertent disclosure of your password or login information, any other need to deactivate your account due to potential or actual security concerns, or any other breach of security. We are not liable for any damages or harm related to any unauthorized use of your password or login information, the theft or loss of your password or login information, your intentional or inadvertent disclosure of your password or login information, or your authorization to allow another person or entity to use your account or login information. You agree to indemnify the Company for any damages or losses that may be incurred or suffered by any party, including but not limited to us and other users of the Site, as a result of your failure to maintain the confidentiality of your account information, password and login information.
You will need to create an account to fully use the services and make purchases. Be responsible when choosing your login information, provide accurate information, and take care to keep your registration information private. We won’t be responsible for your behavior that compromises your account. Don’t let anyone else use your account without permission, and if you think someone is then let us know.
Designs Submitted Or Made Available For Inclusion On The Service
Please read this section carefully before designing, uploading, or otherwise submitting any Design to the Site. By submitting Designs to the Site you are granting JSG a worldwide, non-exclusive license to use the Design and are representing and warranting to JSG that the Design is either owned by you or you are authorized to utilize the Design, and that JSG is free to use the Design as provided in these Terms without obtaining permission, consent or any license from any third party. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against JSG, all of which such rights are hereby expressly and irrevocably waived by you in favor of JSG.
The designs you post aren’t stolen or taken from anyone else. You give us permission to use your designs and you can’t take away that permission.
JSG respects the intellectual property rights of others. It is our policy to respond promptly any claim that designs posted on the Site infringes the copyright or other intellectual property infringement (“Infringement”) of any person. JSG will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Designs claimed to be infringing and/or terminating accounts and access to the Site.
To notify JSG of a possible Infringement you must submit your notice in writing to the attention of “Copyright Infringement” care of email@example.com and include in your notice a detailed description of the alleged Infringement sufficient to enable JSG to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Designs are infringing your copyright.
If we remove or disable access to Designs in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Designs. If you feel that your Designs were not infringing, you may provide JSG with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at firstname.lastname@example.org. You must include in your counter notice sufficient information to enable JSG to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Designs are not infringing the copyrights of others.
If you are uncertain whether an activity constitutes Infringement, we recommended seeking advice of an attorney.
Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement
JSG has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”) and avails itself of the protections under the Act. JSG reserves the right to remove any Designs or communications that allegedly infringe another person’s copyright. JSG will terminate, in appropriate circumstances, Users who are repeat infringers of another person’s copyright. Notices to JSG regarding any alleged copyright infringement should be directed to JSG via email at: email@example.com.
Filing a DMCA Notice to Remove Copyright-Protected Content
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
Filing a DMCA Counter-Notice to Restore Content Removed from the Website
If you believe that your material has been removed by mistake or misidentification, please provide JSG with a written counter-notification containing the following information:
We respect copyright. If anything is wrong, please send an email with all the details to LETSCHAT@
The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because JSG has no control over such sites and resources, you acknowledge and agree that JSG is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that JSG shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
We may post links; we are not responsible for those links or the linked sites.
Release And Indemnity
You hereby expressly and irrevocably release and forever discharge JSG, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
You hereby agree to indemnify and hold harmless JSG, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (i) a breach of these Terms, (ii) Designs posted on the Site, (iii) the use of the Services, by you or any person using your account or JSG Username and password, or (iv) any violation of any rights of a third party.
We are not liable if something goes wrong.
JUNE ST. GEORGE, junestgeorge.com and other graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of JSG. JSG’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of JSG.
Please respect our trademarks and brands.
JSG may terminate or suspend any and all Services and/or your JSG account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your JSG account, you may simply discontinue using the Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
It is your responsibility to remove all Designs and information from your account prior to termination.
We may stop providing services at any time. You can also stop using your account or close your account at any time.
YOU USE THE SITE AND THE SERVICES AT YOUR OWN RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. JSG EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JSG DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS, (D) THE UNAVAILABILITY OF ALL OR ANY PART OF THE SITE OR THE SERVICES, (E) YOUR USE OF THE SITE OR THE SERVICES, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES.
We are providing a service the best we can, and we hope you enjoy the Site. But we make no promises about the Site or any Services.
LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE PROVIDED BY LAW, NEITHER JSG NOR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, ANY FACTS OR OPINIONS APPEARING THEREON, OR THE SERVICES. JSG SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, JSG’ SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00.
YOU AND JSG AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF JSG AND ALL PARTIES TO ANY SUCH PROCEEDING.
In addition to making no promises about the Site or Services, we are not liable if things go wrong. Things can happen — we are not responsible.
The Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, as if made within North Carolina between two residents thereof, The United Nations Convention on the International Sale of Goods shall not apply and is expressly excluded.
Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association or of the International Center for Dispute Resolution to be held in one of the following jurisdictions (whichever is closest to you): Raleigh, North Carolina or Charlotte, North Carolina The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. All documents, materials and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
Indemnification of JSG
You, agree to defend, indemnify and hold JSG, its affiliates and its sponsors, partners, other co-branders and the respective directors, officers and employees of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the Services. JSG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction stating that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. Any inconsistency between these Terms in English and these Terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any prior, subsequent or other default or breach.
RESALE PARTNER TERMS AND CONDITIONS
Included below are:
1. Terms of Sale
2. Terms of Service
3. Resale Partner Terms and Conditions
Email questions to LetsChat@JuneStGeorge.com
1. Appointment. June St. George (“JSG”) is in the business of designing bespoke home goods, including jars, rugs and pillows (the “Goods”). The wholesaler or trade discount reseller (“Resale Partner”) listed in the applicable Application Form (“Application”) desires to purchase Goods from JSG for direct resale to Resale Partner’s customers, subject to these terms and conditions (“Terms”). JSG therefore appoints Resale Partner to be a non-exclusive re-seller of the Goods during the Term (defined below). June St. George may sell directly to customers, without any obligation to refer customers to the Resale Partner.
2. Application and Terms of Sale. The Application, including all terms and conditions attached to the Application, and the terms of sale, available on junestgeorge.com are hereby incorporated into these Terms. In the event of a conflict between the terms and conditions of these Terms and the Application, the order of precedence is (1) the Application, (2) these Terms and (3) the terms of sale available on JuneStGeorge.com/term.
3. Pricing and Payment.
a. Upon JSG’s acceptance of the Application, Resale Partner will receive a custom code for Resale Partner to use for a trade discount (“Code”). Resale Partner must provide the Code upon checkout. JSG is unable to provide a refund for failure to provide the Code. Resale Partner may not share the Code with any party for any reason and will be considered in breach of these Terms if it shares the Code.
b. Payment for the Goods will be due upon checkout. The manufacture of the Goods will not commence until payment is received.
c. Under no circumstances may the Goods be discounted for Resale Partner’s customer and Resale Partner must charge no less than the price listed on JuneStGeorge.com or provided by JSG for special orders.
d. JSG charges taxes on the sale of the Goods as required by law. JSG is not responsible for any taxes charged to Resale Partner’s clients for services provided regarding the Goods.
4. Resale Partner Obligations.
a. Resale Partner will:
i. Comply with these Terms and the terms of sale available on junestgeorge.com;
ii. Use its best efforts to enhance the good name of JSG and the market perception of the Goods;
iii. Be responsible for soliciting orders for the Goods, entering orders on junestgeorge.com, invoicing its customers for the Goods and collecting payments on its invoices;
iv. Promptly notify JSG in writing of sales opportunities with customers that Resale Partner will not or cannot, for any reason, pursue or fill;
v. Maintain Goods, poms or samples for display and demonstration, as JSG requests;
vi. Meet such other reasonable standards and comply with other policies and procedures as JSG may establish from time to time.
vii. Promptly notify JSG in writing of any actual or potential product liability, defect, personal injury, property damage, or other claims regarding the Goods;
viii. Comply with all applicable laws and regulations in connection with its actions and conduct, including as they relate to the Goods or these Terms; and
ix. Make no representations or warranties regarding the performance, specifications or quality of the Goods or the speed of manufacturing or delivery other than those expressly authorized and approved by JSG in writing.
b. Resale Partner may not:
i. Appoint any sub-dealers or sub-distributors to promote, sell or distribute the Goods; provided that Resale Partner’s employees shall not violate this Section;
ii. Discount the price of the Goods past the retail prices provided on JuneStGeorge.com;
iii. Sell or offer for sale the Goods through any e-commerce channels, including social media without the prior written consent of JSG;
iv. Add any labeling to the Goods or otherwise attempt to claim such Goods are manufactured, created or designed by Resale Partner;
v. Remove any JSG labels;
vi. Advertise JSG Goods unless approved by JSG in writing, and in no event may such advertisement constitute spam or bulk distribution;
vii. Misrepresent your relationship with JSG; or
viii. Distribute or share Resale Partner’s Code.
c. Resale Partner will not make any statements (written, verbal or otherwise), or cause or encourage others to make any statements (written, verbal or otherwise) that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of either party. The parties acknowledge and agree that this prohibition extends to such statements made to anyone, including news media, industry analysts, competitors, and clients. The parties acknowledge and agree that this is a material provision of these Terms and that any breach shall be a material breach of these Terms and that JSG would be irreparably harmed by violation of this provision.
d. Any rugs, poms, samples or strike-offs provided to Resale Partner for any purpose that are not purchased by Resale Partner must be returned to JSG upon request, in the same condition the rugs, poms, samples or strike-offs were provided. If the rugs, poms, samples or strike-offs are not promptly returned in the same condition, JSG reserves the right to charge the Resale Partner for reasonable costs of cleaning or replacing the rugs, poms, samples or strike-offs.
5. Ordering Process. Resale Partner will adhere to the ordering process described in the Application, unless otherwise agreed in writing by JSG.
6. Intellectual Property
a. JSG hereby grants to Resale Partner a royalty-free, non-sublicensable, non-exclusive license to use JSG’s name, logo, social media handle names and other marks of JSG (“JSG Marks”) and all designs, colors, and layouts available from JSG (“JSG Designs”) in connection with the promotion and sale of the Goods. JSG and its affiliates retain all rights in and to JSG Marks and JSG Designs not specifically granted to Resale Partner under these Terms. Resale Partner shall not sublicense the license granted to it under these terms or delegate any of its rights or obligations hereunder in whole or in part, to any third party without the prior written consent of JSG, which may be granted or withheld in JSG’s sole discretion. Resale Partner expressly acknowledges JSG’s ownership in the JSG Marks and JSG Designs and agrees that it will not attack, dispute or contest the validity of JSG’s ownership of the JSG Marks and JSG Designs or any registrations applied for, issued or issuing with respect thereto. Resale Partner further agrees that all use of the JSG Marks and JSG Designs by Resale Partner shall be for the benefit of JSG and all goodwill accrued in connection with its use of the JSG Marks and JSG Designs will accrue to JSG. Resale Partner will not apply to register or maintain any application or registration of the JSG Marks or JSG Designs anywhere in the world and will not use the JSG Marks or JSG Designs outside of the relationship described in these Terms. JSG may from time to time, in its sole discretion, change existing or designate additional standards criteria, controls or restrictions on Resale Partner’s right to use the JSG Marks or JSG Designs.
b. Resale Partner acknowledges and agrees that any use of the JSG Designs, including creation of derivative works with colors, monograms and layouts, and any other services and/or deliverables provided hereunder, as well as all materials contained therein, derivative works based on, and results and proceeds thereof (collectively, the “Work”) shall be “work made for hire” (as that term is defined in the United States Copyright Law 17 USC § 101), and that JSG is the owner of all right, title, and interest in, to and under the Work for purposes of copyright (and all other forms of intellectual property rights) throughout the universe. Resale Partner acknowledges and agrees that it has no right, title, or interest in, to or under the Work or in the copyright(s) thereto, which shall be JSG’s sole property. To the extent such rights do not rest in Collaborator as “work made for hire,” Resale Partner hereby further grants, assigns, and transfers to JSG all right, title and interest in, to and under the Work. Additionally, Resale Partner waives all so-called “moral rights” in the work.
7. Term and Termination
a. The effective date of these Terms (the “Term”) will commence upon JSG’s acceptance of the Application and continue until JSG gives Resale Partner written notice of termination.
8. Default; Remedies
a. The occurrence of any of the following will constitute an event of default by Resale Partner: (1) Resale Partner’s failure to pay any sum to JSG as and when due, and (2) Resale Partner’s default under any other provisions of these Terms.
b. Upon the occurrence of an event of default, and in addition to any other rights and remedies JSG may have, JSG will have the right, at its option, to take one or more of the following actions: (1) terminate these Terms; (2) suspend its performance under these Terms; and (3) pursue other rights and remedies under these Terms and applicable law. If Resale Partner defaults under its obligations to JSG, Resale Partner will pay JSG all costs of collection, including reasonable attorney’s fees and costs.
a. JSG may make disclose or make available Confidential Information to Resale Partner. Confidential Information shall include: (i) the terms of any agreement and the Application, (ii) JSG website coding, manufacturing methods, manufacturer information, pillow, rug and jar design processes, file preparation methods, pricing, strategies, customer lists, other designs and concepts, artist or collaborator relationships and designs, (iii) information marked as being “Confidential” or “Proprietary”, (iv) information that is reasonably identifiable as the confidential or proprietary information of JSG, including but not limited to data, know-how, formulas, algorithms, processes, designs, drawings, schematics, plans, strategies, specifications, requirements, standards and documentation, reports, pricing, customer lists, market or marketing or demographic information, trade secrets, research, analyses, inventions, ideas and other types of nonpublic information and information with respect to which JSG has contractual or other confidential obligations.
b. Resale Partner shall (i) not access or use Confidential Information other than as necessary to exercise its rights or perform the obligations under these Terms, (ii) not disclose or permit access to Confidential Information other than to representatives who (x) need to know such Confidential Information for purposes of performance under these Terms, (y) have been informed of the confidential nature of the Confidential Information and Resale Partner’s obligations under this Section and (z) agree to hold the Confidential Information in strict confidence or in response to a valid court order, law, rule or regulation as long as JSG is informed in advance of such disclosure, (iii) hold in strict confidence all Confidential Information using a commercially reasonable degree of care, (iv) not transfer, display or otherwise disclose or make available to any third party the Confidential Information without the prior written consent of JSG, and (v) notify JSG of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.
a. Resale Partner will defend, indemnify and hold JSG harmless from and against any and all claims and the resulting actions, judgments and reasonable attorney’s fees and expenses arising out of (1) Resale Partner’s breach of these Terms and (2) Resale Partner’s negligence, misconduct, fraud or violation of law.
b. JSG will give Resale Partner reasonably prompt written notice of any claim for which it seeks indemnification, allow Resale Partner to control the defense and settlement of the claim, and cooperate reasonably with Resale Partner in the defense and settlement of the claim. Resale Partner may not settle any claim it defends under this Section without (1) achieving a full release of all liabilities or obligations on JSG and (2) the prior written consent of JSG.
11. Limitation of Liability
a. Resale Partner must bring any action arising out of or relating to these Terms within the earlier of (1) six months of the claim or cause of action occurring or (2) the period prescribed by applicable statutes of limitation or repose. All actions not brought within such time shall be deemed waived. IN NO EVENT SHALL JSG BE LIABLE FOR ANY SPECIAL, INDIRECT