Terms of Service for the Company.com

Welcome to the PrintOnDemandShop, which is located at www.PrintOnDemandShop.com (the "Website") an online print on demand service provided by Kellbana, LLC (the "Company"). This Terms of Service ("TOS") contain the terms and conditions that govern your use of the Website and the PrintOnDemandShop Service (the "Service"). This TOS describes your rights and responsibilities and what you can expect from the Service. Use of the Website constitutes your acceptance of and agreement to this TOS.

The Company reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new agreement on the Website. If any modification is unacceptable to you, your only recourse is to not use the Website and the Service. Your continued use of the Website following posting of a change notice or new TOS on the Website will constitute binding acceptance of the changes.

1. The Service.

The Company provides a number of Internet-based services through the Website (all such services, collectively, the "Service"). One such service enables users to create customized products, including without limitation, apparel, drinkware, home accents, prints, stickers, magnets, and accessories (collectively, "Products"). The Website users may create and purchase individual Products for their own use. The Company may offer a number of other services on its Website, including without limitation, contests and newsletters, which may change from time to time.

2. Use of the Web Site and Service.

2.1 Eligibility. The Company will only knowingly provide the Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Service only under the supervision of a parent or legal guardian who agrees to be bound by this TOS. The Service is not intended for children under the age of 13.

2.2 Compliance with TOS and Applicable Law. You must comply with all of the terms and conditions of this TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Service and the Website.

2.3 Your License to Use the Web Site and the Service.

(a)The Company solely and exclusively owns all intellectual property and other rights, title and interest in and to the Service and Website, except as expressly provided for in these TOS. For example and without limitation, the Company owns the trademark the Company.COM; the copyrights in and to the Website, and certain technology used in providing the Service. You will not acquire any right, title or interest therein under this TOS or otherwise to any intellectual property owned by the Company.

(b) The Company grants you a limited revocable license to access and use the Website and the Service for its intended purposes, subject to your compliance with this TOS. This license does not include the right to collect or use information contained on the Website for purposes prohibited by the Company; to compete with the Company; to create derivative works based on the content of the Website; or download or copy the Website (other than page caching). If you use the Website in a manner that exceeds the scope of this license or you breach this TOS, the Company may revoke the license granted to you.

2.4 Third-Party Services. the Company may use third parties to provide certain services accessible through the Website. the Company does not control those third parties or their services, and you agree that the Company will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as this TOS when you use those services. If any such terms or policies conflict with the Company' TOS, agreements or policies, you must comply with the Company' TOS, agreements or policies, as applicable.

3. General Rules.

3.1 Prohibited Use. You may only use the Service as expressly permitted by the Company. You may not cause harm to the Website or the Service. Specifically, but not by way of limitation, you may not: (i) interfere with the Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Service; (iii) interfere with, or disrupt the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet "search engine", hit counters or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Service; (vi) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain the Company's name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by this TOS.

3.2 Privacy Policy. By entering into this TOS, you agree to the Company's collection, use and disclosure of your personal information in accordance with the Privacy Policy.

3.3 Ordering Policies. If you purchase Products, you agree to do so in accordance with the Company's instructions on the Website. Their are NO Returns and NO Refunds. Title to the Products you purchase passes to you when the Products are delivered to the carrier.

4. Designer General Rules and License.

4.1 Description. As part of the Service, the Company offers a service (the "Designer") that allows you to upload images (the "Content") to the Website to create, produce and purchase Products featuring the uploaded Content for your own use.

4.2 Delivery of Content. You will upload all Content that you want to use with the Designer in accordance with the applicable instructions on the Website. You must have all necessary approvals and consents to use all Content and, if requested by the Company, you must deliver copies of those approvals and consents to the Company. The Company may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Service. If the Company believes that you are not the owner of the Content the Company may deny the Content from being used with the Designer.

4.3 Licensing Your Content to the Company. You will retain ownership of the Content that you upload to the Website. You hereby grant to the Company a royalty-free, worldwide, transferable, nonexclusive, right and license to use such Content, in all media existing now or created in the future, as the Company deems necessary to enable you to use the Designer to create, produce and purchase Products. The Company may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of providing the Service, processing your order, and producing and shipping your Products.

5. Reservation of Rights.

5.1 Monitoring. The Company reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website. If the Company determines, in its sole and absolute discretion, that you or another Website user will breach a term or condition of this TOS or that such transaction or communication is inappropriate, the Company may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

5.2 Modification of the Service. The Company reserves the right to modify the organization, structure or "look and feel" of the Service or the Website, and may change, suspend, or discontinue any aspect of the Service at any time without any liability to you or any third party. The Company shall have complete discretion over the features, functions, prices and other terms and conditions on which the Service is offered to the Website users.

6. Submissions.

When you submit questions, comments, suggestions, ideas, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant the Company permission to use such Submissions for marketing and other promotional purposes, including the right to sublicense. You agree that the Company will have no obligation to keep any Submissions confidential. You will not bring a claim against the Company based on "moral rights" or the likes arising from the Company's use of a Submission. This Section does not apply to your Content that you use in connection with the Designer.

7. Representations and Warranties.

7.1 Mutual Representations and Warranties. You represent and warrant to the Company and the Company represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under this TOS, (ii) the execution and performance of your or its obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) this TOS is a legal, valid and binding obligation of the party entering into this TOS, enforceable in accordance with its terms and conditions.

7.2 By You. You represent and warrant to the Company that, in your use of the Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, and (ii) will not violate any applicable laws, rules, and regulations, including, without limitation, by exploiting images or the likeness of minors. You further represent and warrant to the Company that: (i) there are no claims, demands or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Content; (ii) the Company will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that the Company incurs in providing the Service; (iii) the use of any instructions, recommendations, or the like contained in your Content will not cause injury to any third party; and (iv) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

8. Disclaimers and Exclusions.

DISCLAIMER OF WARRANTIES. THE COMPANY PROVIDES THE WEBSITE AND SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. THE COMPANY MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

9. Limitation of Liability.

LIMITATION OF LIABILITY. THE COMPANY 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 THE SERVICE OR THIS TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED THE AMOUNT PAID BY THE COMPANY TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY.

10. Indemnification.

You hereby indemnify and hold the Company and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any provision of this TOS through any act or omission, including without limitation monetary damages incurred by the Company due to any breach of this Agreement or violation of any policy. If you have to indemnify the Company under this Section, the Company will have the right to control the defense, settlement, and resolution of any Claim solely as against you and at your sole expense. However, you may not settle or otherwise resolve any Claim without the Company' express written permission.

11. Termination.

11.1 Termination. In its sole discretion, with or without notice to you, the Company may: (i) suspend, limit your access to or terminate your use of the Website and/or the Service, (ii) suspend, limit your access to or terminate your account, (iii) remove any of your Content from the Company's servers and directories and (iv) prohibit you from using the Service and/or the Website.

11.2 Survival. Notwithstanding Section 11.1 above, this TOS will survive indefinitely unless and until the Company chooses to terminate this TOS.

11.3 Effect of Termination. If you or the Company terminates your use of the Website or the Service, the Company may delete any Content or other materials relating to your use of the Service on the Company's servers or otherwise in its possession and the Company will have no liability to you or any third party for doing so.

12. Dispute Resolution.

All disputes arising out of, relating to or connected with these TOS or your use of any part of the Service will be exclusively resolved under confidential binding arbitration held in the State of Delaware by a sole arbitrator applying Delaware law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a federal or state court located in the State of Delaware. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Delaware State courts. Notwithstanding anything to the contrary in this Section 12, the Company may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

13. Miscellaneous.

These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law principles. This TOS is not assignable or transferable by you without the prior written consent of the Company. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this 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. No failure or delay by a party in exercising any right, power or privilege under this TOS 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. You and the Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.