Welcome to KOLORMATRIX. These Terms of Use (“Terms”) are a legally binding contract between Kolormatrix LLC, a Georgia corporation (“Kolormatrix,” also referred to herein as “we,” “us,” and “our”), and you as a user of our websites, mobile sites, mobile and other device applications (“Sites”) and/or purchaser of our products and services (“Services”). The Sites and Services are sometimes referred to collectively herein as the “Platform.” Please read these Terms carefully before accessing our Sites and using our Services. By visiting any of our Sites and using our Services, you are agreeing to be bound by these Terms, as well as our Privacy Policy which is incorporated herein by reference.

CUSTOMER ACCOUNT. After you register for one of our Sites or Services, Kolormatrix will create a Customer Account (“Customer Account”) by assigning you a login username and password. By registering for a Customer Account, you represent to us that you are at least 18 years of age and that you are using our Platform solely for commercial use. We reserve the right to (a) take appropriate legal action against anyone who, in our sole discretion, violates these Terms; (b) in our sole discretion without notice and without limitation or liability, refuse, restrict user access to, suspend, or terminate any Customer Account for any violation of these Terms, non-payment of fees, or your violation of any of our rules or policies.

You are responsible for safeguarding the confidentiality of the username and password for your Customer Account, and you agree not to disclose this information to any third party. You acknowledge and agree that Kolormatrix will maintain administrative access to the Customer Account to ensure you receive quality Services.

Except to the extent caused by its breach of these Terms or our Privacy Policy (“Privacy Policy”), Kolormatrix and its affiliates are not responsible for unauthorized access to the Customer Account by others. You must contact us immediately if you believe an unauthorized third party may be using the Customer Account or if your account information is lost or stolen.

USER CONTENT. Any content uploaded to the Kolormatrix Platform including, but not limited to, photographs, images, text and other materials (collectively, “User Content”) must be your own and must not infringe on any third-party rights.

You further agree not to use the Platform to display User Content which is defamatory, abusive, hateful, threatening, spam or spam-like, likely to offend, contains adult nudity, inappropriate child nudity or other objectionable content, contains personal information of others, encourages unlawful activity, or otherwise violates any laws. In addition, you may not upload or link any content which contains viruses, Trojan horses, worms or other computer programs that are intended to damage or interfere with the Platform or the content or data of any of Kolormatrix’s users.

INTELLECTUAL PROPERTY. You acknowledge that the Platform, and the underlying source code, algorithms, methods, processes, screen formats, ideas and concepts used to provide the Services, have been represented as valuable intellectual property owned by Kolormatrix and its licensors, including all associated patent, copyright, trade secret, trademark, and other intellectual property rights. You will not, except as expressly authorized and only to the extent established by applicable statutory law, attempt (or permit others within your control) to decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas or concepts, algorithms, methods, processes or file formats used to provide the Services by any means. You will not access the Platform in order to build a competitive product or service, or copy any features, functions, or graphics of the Platform without the express permission of Kolormatrix.

As between Kolormatrix and you, you exclusively own all rights, title and interest in and to all User Content. You hereby grant to Kolormatrix a worldwide, royalty-free, non-exclusive, sublicensable right and license, subject to the terms of the Kolormatrix Privacy Policy, to use, copy, display, and modify the User Content for the purposes of providing the Services and evaluating and improving the efficiency, utility, and functionality of the Services.

PAYMENTS; TAXES. When you purchase Kolormatrix’s Services, you will be required to provide us with billing and account information for credit card, debit, ACH, or other payment systems (each a “Payment Source”) for which you are authorized to approve charges. You authorize us to automatically and immediately bill the Payment Source when payments are due. Your relationship with the electronic payment vendor is separate from your relationship with us and is governed by the terms and conditions contained in such vendor’s agreement and posted on their website. All payments shall be made in U.S. dollars. The customer is responsible for payment of any and all federal, state, county, municipal, city, and local taxes, fees, charges, duties, or surcharges, imposed on or based upon the provision, sale, or use of Kolormatrix’s Sites or Services. Kolormatrix may amend and make changes to our services at any time.

DISCLAIMER OF WARRANTIES. The KOLORMATRIX Platform is provided “AS IS” without warranty of any kind, express or implied. KOLORMATRIX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES PROVIDED UNDER OR IN CONNECTION WITH THE PLATFORM AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Kolormatrix or its third-party licensors be liable to you or any third party arising out of the use or inability to use the Platform under any contract, negligence, strict liability or other theory, or for any indirect, special, incidental, exemplary or consequential damages, or for loss of or corruption of data, irrespective of whether Kolormatrix has been advised of the possibility of such damages. KOLORMATRIX’S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE PURCHASE PRICE ACTUALLY RECEIVED BY KOLORMATRIX FOR THE PARTICULAR PRODUCT(S) WHICH CAUSED THE DAMAGES.

DISPUTES, BINDING ARBITRATION, AND ATTORNEY FEES. Any controversy, dispute, or claim arising out of or related to these Terms of Use and the customer’s use of the Platform that cannot be resolved by Kolormatrix and the customer shall be settled by binding arbitration administrated by the American Arbitration Association (“AAA”) or by an agreed-to third party, under the AAA’s Commercial Arbitration Rules. The place of arbitration shall be Atlanta, Georgia and the state of Georgia law will apply. Judgment on the dispute rendered by the arbitrator may be entered into any court having jurisdiction thereof. The prevailing party in any legal proceeding brought under or with respect to the Platform (including these Terms of Use) may recover from the non-prevailing party all costs of such proceeding as well as reasonable attorney fees.

 GENERAL TERMS

Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire agreement between Kolormatrix and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Kolormatrix and you in relation to the access to and use of the Platform.

No Partnership. No joint venture, partnership, employment, or agency relationship exists between you and Kolormatrix as a result of these Terms or your use of the Platform.

No Third-Party Rights. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

No Waiver. Kolormatrix’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

Assignment. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Kolormatrix t’s prior written consent. Kolormatrix may without restriction assign, transfer, or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate your account at any time remains unaffected.

Amendments. You agree that Kolormatrix may amend these Terms at any time by posting a revised version of these Terms on the Kolormatrix websites at www.kolormatrix.com or www.learn2screenprint.com or notifying you via email or a notification to your Customer Account. Amendments and modifications become effective within thirty (30) days after notification by any of the foregoing means. By continuing to use the Platform after the revised Terms become effective, you agree to be bound to the revised Terms.

If you have any questions about these Terms, please email us at privacy@kolormatrix.com

Last Revision: January 18, 2020