Terms and Conditions
IMPORTANT -- READ THIS CAREFULLY BEFORE CONTINUING!
WRAPMATE WEBSITE & MOBILE APP
REFERRAL TERMS AND CONDITIONS OF SERVICE
Please read the following Terms and Conditions (the "Terms") carefully before agreeing to provide services to any customer of Wrapmate, Inc. and its affiliates ("Wrapmate"). If you do not agree to any portion of these Terms, then you should not sign up to provide services to our customers.
Wrapmate designs vehicle wraps for its users and customers (collectively, "Customers") through the Wrapmate website, available at www.wrapmate.com, and any Wrapmate mobile application (collectively, the "Website").
Once a Customer agrees to have a vehicle wrap printed and installed, Wrapmate refers that work (each, a "Project") to a printer, print shop or other printing facility that has accepted these Terms and agreed to provide services as provided herein (each, an "Authorized Print Shop").
By accessing or using the Website, each Authorized Print Shop agrees to the following Terms. You should review these Terms regularly as they may change at any time and from time to time in the sole discretion of Wrapmate.
- Convenience and Information Only. The Website is provided to Authorized Print Shops without charge as a convenience and for their information only. By merely providing access to the Website, Wrapmate does not represent or warrant that: (a) the Website will perform in accordance with any Authorized Print Shop's expectations, (b) any Authorized Print Shop's access to the Website will be free from interruptions, errors, computer viruses or other harmful components; and/or (c) any information obtained from or through the Website is or will be accurate or complete.
- Project. Once a Project has been approved by a Customer, Wrapmate will send the details of that Project, including the design, material(s), and specifications of each vehicle wrap included in the Project, and any available contact information for the Customer to an Authorized Print Shop located in Customer's geographic area, selected by Wrapmate in its sole discretion. Authorized Print Shop is required to use the exact material(s), design, and specifications as agreed upon in the Project. If any material(s), design, or specifications require adjustment, Authorized Print Shop shall immediately notify Wrapmate and the parties will discuss a resolution in good faith. Wrapmate reserves the right to terminate the Project with Authorized Print Shop if it cannot use the exact material(s), design, or specifications as agreed upon. Upon acceptance of a Project by Authorized Print Shop, Wrapmate will work with Customer to finalize terms of the Project and schedule installation. Once installation is scheduled, Authorized Print Shop will coordinate and handle all further logistical communications with Customer. Wrapmate does not print or produce any vehicle wraps. Authorized Print Shop will be solely responsible for the agreed upon scope of work in the Project, which may include printing, producing, and/or installing the vehicle wraps included in any Project referred to it. Authorized Print Shop responsible for installation shall be responsible for all costs, including the cost for reproduction and shipment of materials, for any installation-related error or failure. Authorized Print Shop acknowledges that, although each referred Customer has indicated that it desires to purchase one or more vehicle wraps, that Customer has not signed a contract and is not under any legal obligation to carry out that desire. Authorized Print Shop is responsible for installation of all ordered vehicle wraps as scheduled by Wrapmate and Customer. In no event will Wrapmate have any liability or responsibility for any vehicle wraps included in a Project, whether or not printed, produced or installed by Authorized Print Shop, or for any claims related thereto.
- Project Completion. Authorized Print Shop agrees to: (a) accept or deny a Project within two (2) business days via Wrapmate’s pro portal; (b) notify Wrapmate immediately if Authorized Print Shop is unable to complete the referred Project for any reason within the timeframe requested by the Customer; (c) complete the Project in a timely and efficient manner, consistent with standard practice in the field, and prioritized by Print Shop. Wrapmate reserves the right to re-assign any Project, or any Customer, to a different Authorized Print Shop when requested by the Customer or when Wrapmate believes it to be necessary, in Wrapmate's sole discretion.
- Product Design. Any Project received by Authorized Print Shop in relation to a Customer may only be used to fulfill the Project and Customer for which it was provided. Any reuse of any materials by Authorized Print Shop is prohibited.
- Wrapmate's Ownership. Reproduction rights for the Project shall be granted to Authorized Print Shop for installation of the Project for Customer. The Project, the product design, and all original materials created by Wrapmate for the Project remain the sole and exclusive property of Wrapmate. Any other use or reproduction by Authorized Print Shop is prohibited.
- Project Warranty. Any Project completed by Authorized Print Shop must be offered with Authorized Print Shop’s applicable warranties for the material(s) utilized for the Project and/or the warranties required based on Authorized Print Shop’s certifications. Notwithstanding the foregoing, at a minimum, Authorized Print Shop must offer its standard warranty to Customer. In the event of any quality issues with Authorized Print Shop’s completion of the Project, Authorized Print Shop is solely responsible for all fees incurred to remedy the issues, including reprinting, removal, and reinstallation.
- Project Fees. The fee paid to Authorized Print Shop for a Project will be specified by Wrapmate in the Project details. The quoted fee will be remitted to Authorized Print Shop from Wrapmate in two (2) installments. Authorized Print Shop will be paid 50% of the quoted fee prior to arrival of Customer’s vehicle. The remaining 50% will be remitted upon completion of the Project and subsequent approval by Customer. Upon completion of the Project, Authorized Print Shop shall upload photographs of the completed Project via the pro portal. Following verification by Wrapmate and Customer approval of such photographs, final payment will be remitted within three (3) business days. All fees, quotes, and pricing for the Project (“Project Fees”) are confidential and Authorized Print Shop is prohibited from disclosing or discussing any Project Fees with any party besides Wrapmate.
- Supplemental Project Fees A Project may involve unforeseen circumstances that require additional services by Authorized Print Shop. These circumstances may include, but not limited to, vehicles with existing graphics, after market accessories, or damaged vehicles. If a circumstance arises where a Project will require additional services by Authorized Print Shop, Authorized Print Shop must cease installation of the Project and provide a description of the circumstance and a quote to remedy the circumstance prior to incurring any expense to Wrapmate. Wrapmate will provide Authorized Print Shop’s supplemental quote to Customer, to be paid at the final invoice, with an option to proceed. Neither Wrapmate nor Customer will be responsible for supplemental fees incurred by Authorized Print Shop prior to notification and approval.
- Right to Additional Fees. If, for a period of 24 months after Authorized Print Shop completes a Project for a particular Customer, that Customer hires Authorized Print Shop to print and/or install one or more additional vehicle wraps, that work will be considered a new Project, and Authorized Print Shop will pay Wrapmate 15% of the invoiced total to the Customer. Authorized Print Shop will pay these Referral Fees, and provide Wrapmate with a corresponding certification, within 30 days after the completion of such new Project.
- Prohibited Conduct. Authorized Print Shop is indefinitely prohibited from initiating or attempting to initiate contact by telephone, mail, email, or otherwise with Project Customer(s) for marketing or sales purposes.
- Advertising and Promotional Purposes. Authorized Print Shop agrees and consents to Wrapmate’s use of Authorized Print Shop’s name and likeness in connection with the Project in any and all media and for advertising or promotional purposes of Wrapmate.
- Right of Audit. Authorized Print Shop will prepare and maintain records covering all transactions arising out of or relating to the transactions contemplated by these Terms. Upon request by Wrapmate, Authorized Print Shop shall provide Wrapmate with a detailed summary of all such transactions. If such summary shows that Authorized Print Shop's payments were less than the amount which should have been paid during the period in question, Authorized Print Shop will make all payments required to be made to eliminate any discrepancy within 30 days after Wrapmate's demand therefor.
User Account, Password and Security
(a) User Account. When signing up to receive referrals through the Website, Authorized Print Shop will be required to create a User Account and provide us with appropriate banking information that Authorized Print Shop would like payments remitted to. We use reasonable precautions to protect the privacy of your UserID, password, User Account information and credit card information by utilizing a Secure Socket Layer (“SSL”) connection. Accordingly, your UserID, password, User Account information and banking information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Website. You, however, are ultimately responsible for protecting your UserID, password, User Account information and credit card information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies. You agree to (i) immediately notify Wrapmate of any unauthorized use of your UserID, password or User Account, or any other breach of security, and (ii) ensure that you exit from your User Account at the end of each session. While we provide certain encryption technologies and use other reasonable precautions to protect your 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 your User Account on the Website, Authorized Print Shop agrees to: (i) provide true, accurate, current and complete information about itself 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 Authorized Print Shop provides any information that is untrue, inaccurate, not current or incomplete, or if Wrapmate has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then we have the right to suspend or terminate your User Account and decline to send any additional referrals to you.
- Authorized Print Shop's Liability.Authorized Print Shop will defend, indemnify and hold harmless Wrapmate and its officers, directors, employees, agents, affiliates, Customers, successors and assigns from and against any and all costs, claims, damages, expenses and liabilities of any kind (including, but not limited to, reasonable attorneys' fees and costs) with respect to any claims or suits arising out of any act or omission of Authorized Print Shop, its officers, directors, employees, agents, affiliates, successors or assigns, connected with or related to these Terms and the services provided by Authorized Print Shop, including, but not limited to, claims arising from any breach or violation of Authorized Print Shop's obligations under these Terms. If a claim for indemnity is made under this Paragraph, Wrapmate will give Authorized Print Shop prompt written notice of any alleged liability or action and will tender the full defense thereof to Authorized Print Shop. Wrapmate will not be liable for any settlement of any such liability or action effected by Authorized Print Shop without the prior written consent of Wrapmate.
- Taxes. Authorized Print Shop is responsible for charging and remitting all applicable taxes for each Project.
- EXCLUSION OF WARRANTIES. AUTHORIZED PRINT SHOP AGREES THAT ACCEPTANCE OF ANY REFERRAL OR USE OF ANY VEHICLE WRAP PROVIDED BY WRAPMATE IS AT ITS SOLE RISK, AND ACKNOWLEDGES THAT ALL SERVICES PROVIDED BY WRAPMATE ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, WRAPMATE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO ANY PROJECT, PRODUCT, PRODUCT DESIGN, AND ANY OTHER GOODS AND/OR SERVICES PROVIDED TO AUTHORIZED PRINT SHOP UNDER THESE TERMS.
Limitation of Liability.
(a) UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WRAPMATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PRINT SHOPS, SUCCESSORS OR ASSIGNS BE LIABLE TO AUTHORIZED PRINT SHOP FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF WRAPMATE HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE USE OF OR INABILITY TO USE THE PRODUCT OR PRODUCT DESIGN, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY LOST REVENUE, LOST BUSINESS, LOST PROFITS, LOST GOODWILL, LOST DATA, LOST USE OF DATA OR OTHER PECUNIARY LOSS, THAT AUTHORIZED PRINT SHOP MAY SUFFER OR INCUR.
(b) WRAPMATE'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, ANY REFERRAL MADE HEREUNDER, OR ANY SERVICES PROVIDED TO AUTHORIZED PRINT SHOP, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) THE AGGREGATE SUM PAID TO WRAPMATE UNDER THESE TERMS WITH RESPECT TO ANY PARTICULAR PROJECT, OR (ii) $100.00, EVEN IF WRAPMATE HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM.
- Force Majeure. Wrapmate will not be liable for any failure to fulfill its obligations under these Terms or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, acts of cyber-terrorism, cyber-espionage or cyber-hacking, delays in transportation or inability to obtain labor or materials through its regular sources. Wrapmate's time for performance of any such obligation will be extended for the time period of such delay or Wrapmate may, at its option, cancel any referral without liability by giving notice of such cancellation to Authorized Print Shop. No penalty of any kind will be effective against Wrapmate for any such delays in performance or cancellation.
(a) Wrapmate reserves the right to terminate its relationship with Authorized Print Shop at any time, for any reason, on not less than 30 days' prior written notice to Authorized Print Shop.
(b) Wrapmate also reserves the right to terminate Authorized Print Shop's account or right to receive a Project from Wrapmate at any time, without notice, for conduct that Wrapmate believes violates these Terms and/or is harmful to its Customers, to other users of the Website, to Wrapmate, to its partners, to the business of the Website's service provider, or to other service or information providers.
- Governing Law. These Terms will be governed by the laws of the State of Colorado, without giving effect to any principles of conflicts of laws. By accepting any referral, Authorized Print Shop agrees that any action at law or in equity arising out of or relating to its use of the Website, these Terms or any Project will be filed only in the state or federal courts sitting in Denver, Colorado, and Authorized Print Shop hereby consents and submits to the personal jurisdiction of such courts for the purpose of litigating any such action.
- Compliance with Laws. Wrapmate makes no representation that Authorized Print Shop may lawfully accept the referral of any Project or provide any services to any Customer in all jurisdictions. Authorized Print Shop will be solely responsible for determining whether any federal, state, regional or local laws, rules or regulations apply to or otherwise impact the printing and /or installation of vehicle wraps on any Customer's vehicle, and for complying with all such laws, rules and regulations. Accepting a referral or providing services in any jurisdictions where such actions are illegal is expressly prohibited. If Authorized Print Shop chooses to accept a referral or provide any services in any such jurisdiction, it does so on its own initiative and is responsible for compliance with all applicable laws, rules and regulations. Authorized Print Shop will be solely responsible for determining whether any federal, state, regional or local laws, rules or regulations apply to or otherwise impact the printing and /or installation of vehicle wraps on any Customer's vehicle, and for complying with all such laws, rules and regulations. Wrapmate is not responsible for any violation of law. Authorized Print Shop may not use or export any vehicles wraps included in any Project in violation of U.S. export laws and regulations. Authorized Print Shop agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Authorized Print Shop is located (if different from the United States). In no event will Wrapmate have any responsibility or liability for or due to Authorized Print Shop's breach of this provision or failure to comply with any applicable laws, rules or regulations.
- Miscellaneous. Authorized Print Shop may not assign its rights or obligations with respect any Project to any third party without Wrapmate's prior written consent. These Terms constitute the entire agreement between the parties, supersede all prior agreements and understandings, express or implied, oral or written, relating to the subject matter hereof. These Terms will be binding upon and inure to the benefit of Wrapmate and Authorized Print Shop, and their respective representatives, successors and permitted assigns.
By entering data into Wrapmate's Website and requesting that Wrapmate refer Projects to it, Authorized Print Shop consents to and agrees to be bound by these Terms. If Wrapmate decides to change any aspect of these Terms, it will make an effort to post those changes on this web page so that Authorized Print Shop will always be able to understand and agree to the terms and conditions governing its relationship with Wrapmate. Authorized Print Shop's use of the Wrapmate website or acceptance of any referral from Wrapmate after Wrapmate posts notice of any changes to these Terms on this web page will signify Authorized Print Shop's assent to and acceptance of the revised Terms. If Authorized Print Shop has any questions or comments of any kind, please let Wrapmate know by sending comments or requests to: