- Online Image Printing Services
These General Terms and Conditions (the "Terms") are applicable to all clients (the "Clients" and
each, individually, a "Client") of posterXXL, Inc. ("posterXXL"). These Terms shall apply to all services
and deliveries offered and carried out by posterXXL, including future services and deliveries, and to
services and deliveries negotiated by posterXXL, including but not limited to providing online image
printing services (the "Service").
These Terms shall supersede any different or additional terms in any order forms, confirmation or
delivery submitted by Client; any such different or additional terms are hereby rejected. In the
absence of written acceptance of these Terms by Client, the uploading of any image to the Service will
constitute acceptance of these Terms.
posterXXL reserves the right to discontinue Service and to revoke or change prices or terms of
Service, except when otherwise indicated in these Terms. If, at any time, it becomes necessary to
discontinue Service to Client, to revoke or modify any provisions in this schedule, or to allocate
distribution of any Service, posterXXL will take whatever action in its sole and absolute judgment
which is fair and appropriate.
- 1 SUBJECT OF AGREEMENT.
The subject of this Agreement is the production of prints of images submitted by Client to
posterXXL via an online interface and the printing thereof by posterXXL and subsequent
shipment of finished prints to the Client.
posterXXL is entitled and reserves the right to have all or part of the Service performed by
- 2 PAYMENT AND DELIVERY TERMS.
All payments to posterXXL shall be in advance by credit card via posterXXL's online payment
system. Client shall pay the entire amount due in advance, including sales taxes. Acceptance
of orders is subject to credit approval. No work will proceed on printing until payment is made.
No refunds are given once an order has been printed.
Shipping and handling are additional unless otherwise expressly indicated at the time of sale.
Client must notify posterXXL within 21 days of the date of shipment if Client believes any part
of a delivery to be missing, wrong or damaged.
Unless Client provides posterXXL with a valid and correct tax exemption certificate applicable
to Client's purchase, Client is responsible for sales and other taxes associated with any order.
Shipping dates are estimates only.
- 3 COLOR VARIATIONS FROM THE ORIGINAL.
Because of variations in equipment, paper, inks and other conditions, reasonable variations in
color between the original submitted digital image and the print produced by posterXXL must
be expected. Prints delivered with variations of his kind shall be considered as acceptable
- 4 UPLOADING OF IMAGES.
Images must by uploaded to the Service in [jpg, gif or tiff] format. Images uploaded in other
formats may need to be converted by posterXXL and such conversion will be subject to
It is the Client's responsibility to maintain a copy of the original image file. posterXXL is not
responsible for loss or accidental damage to images uploaded by the Client or for the
accuracy or quality of images uploaded for printing. No claims or warranties are made by
posterXXL regarding posterXXL's ability to work with the images submitted by Client in digital
format, and no liability is assumed for problems that may arise.
posterXXL will retain a copy of the uploaded image for a period of thirty (30) days on its
servers. Thereafter, unless the Client submits orders for additional prints to be prepared from
the image, it will be deleted. Orders for additional prints will cause the 30-day retention period
to start anew. posterXXL is not liable for any loss or damage to stored images.
If posterXXL finds that an uploaded image cannot be printed for technical reasons, any
amounts charged to Client's credit card shall be refunded.
- 5 PROHIBITED SUBJECT MATTER AND COPYRIGHT INFRINGEMENT.
Clients may not use the Service to process anything which posterXXL, at its sole discretion,
deems Prohibited Subject Matter. Prohibited Subject Matter, as used herein, includes but is
not limited to content or other material that posterXXL believes:
(a) Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate;
(b) Comprises copyrighted material used without the express permission of the owner;
(c) Violates or encroaches on the rights of others;
(d) Contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code,
or any other content which may compromise the Service;
(e) Advocates illegal activity;
(f) Harms anyone, including minors; or
(g) Provides a link to any of the above.
The Client warrants that the subject matter to be reprinted does not violate the copyright of a
third party. Clients also recognize that because subject matter does not have to bear a
copyright notice in order to be protected by copyright law, absence of such notice does not
necessarily assure Client's right to reproduce an image. Clients further warrant that no
copyright notice has been removed from any material submitted to posterXXL for printing.
Client agrees to indemnify and hold posterXXL harmless for all liability, damages and
attorney's fees that may be incurred in any legal action connected with copyright infringement
involving the image or images uploaded by the Client or the print produced from such image
posterXXL reserves the right to use its discretion in refusing to deliver to Client any prints that
posterXXL deems to be Prohibited Subject Matter. Because posterXXL does not pre-inspect
images submitted for printing via its online interface, Client shall remain fully liable for the cost
of printing even when posterXXL refuses to deliver any print it deems Prohibited Subject
- 6 INDEMNIFICATION.
Client agrees to indemnify, defend and hold posterXXL, its officers, directors, employees,
agents, licensors and suppliers harmless from and against all claims, liabilities, losses,
expenses, damages and costs, including reasonable attorneys' fees, resulting from (i) any
violation of these Terms, including but not limited to violations of the provisions of Section 5
above, or any activity related to Client's use of the Services (including negligent or wrongful
conduct) by Client or any other person accessing or using the Service using Client's account
and/or (ii) a claim that an image submitted to and printed by posterXXL is Prohibited Subject
Matter or infringes third party intellectual property rights.
- 7 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
ALL SERVICES PROVIDED BY POSTERXXL ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, POSTERXXL
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. POSTERXXL MAKES NO WARRANTY THAT ITS SITE OR
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT
THIS SITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
POSTERXXL MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS,
SERVICES, SPECIAL OFFERS, OR THE DELIVERY, QUALITY, ACCURACY, TIMELINESS,
COMPLETENESS OR RELIABILITY OF ANY SOFTWARE, GOODS OR SERVICES,
PURCHASED, ACCESSED OR OBTAINED THROUGH POSTERXXL'S SITE OR
ADVERTISED THROUGH POSTERXXL'S SITE. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED FROM POSTERXXL OR THROUGH THE SITE
OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL POSTERXXL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES,
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER LEGAL THEORY, EVEN IF POSTERXXL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM YOUR ACCESS TO OR USE
OF, OR INABILITY TO ACCESS OR USE, POSTERXXL'S SITE OR SERVICES, FROM ANY
CHANGES TO THIS SITE OR ITS SERVICES, OR FROM UNAUTHORIZED ACCESS TO
OR ALTERATION OF YOUR SUBMISSIONS OR DATA, EVEN IF A REMEDY SET FORTH
HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU
SPECIFICALLY ACKNOWLEDGE THAT POSTERXXL IS NOT LIABLE FOR THE
DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD
PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY
WITH CLIENT. FURTHER, POSTERXXL WILL HAVE NO LIABILITY TO CLIENT OR TO
ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED THROUGH THE SITE
OR THROUGH THE SERVICE. CLIENT AGREES THAT THE AGGREGATE LIABILITY OF
POSTERXXL TO CLIENT FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE
SITE OR SERVICE IS LIMITED TO THE AMOUNTS CLIENT HAS PAID TO POSTERXXL
FOR ACCESS TO AND USE OF THE SITE OR SERVICE. SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR
OTHER TYPES OF DAMAGES, SO SOME OF THE FOREGOING LIMITATIONS MAY NOT
- 8 MISCELLANEOUS.
8.1 Claims. Any action hereunder must be brought, if at all, within one (1) year from the accrual of
the cause of action. The parties agree that these Terms and any claims hereunder shall be
governed by and subject to the state and federal laws of the state of New York, without regard
to its conflict of law provisions, and hereby consent to jurisdiction and venue in the courts of
the Southern District of New York located in New York, New York.
8.2 Enforceability. If any provision contained herein is held by final judgment of a court of
competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or
unenforceable provision shall be severed from the remainder of these Terms and the
remainder of these Terms shall be enforced. In addition, the invalid, illegal or unenforceable
provision shall be deemed to be automatically modified, and, as so modified, to be included in
these Terms, such modification being made to the minimum extent necessary to render the
provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed
or modified provision concerns all or a portion of the essential consideration to be delivered
under these Terms by one party to the other, the remaining provisions of these Terms shall
also be modified to the extent necessary to equitably adjust the parties' respective rights and
8.3 Force Majeure. posterXXL shall not be liable to Client or any other person for any failure or
delay in the performance of any obligation under these Terms due to events beyond its
reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion,
accident, acts of the public enemy, wars, riots and public disorder, sabotage, strikes, lockouts,
labor disputes, labor shortages, work slowdown, stoppages or delays, shortages or failures or
delays of energy, materials, supplies or equipment, transportation embargoes or delays, acts
of God, breakdown in machinery or equipment, and, except as otherwise set forth in these
Terms, acts or regulations or priorities of the federal, state or local governments.
8.4 Modification of Terms. posterXXL may amend these Terms at any time, for any reason, and
without notice, including the right to terminate the Service or any part of the Service.
8.5 Entire Agreement. These Terms constitute the entire agreement between Client and
posterXXL governing Client's use of the Service. In the case of inconsistencies between these
Terms and any information included or provided in off-line materials (for example, promotional
materials and mailers), these Terms will always control. No waiver, alteration or modification
of these provisions or any terms will be valid unless made in writing and signed by an officer
or other authorized representative of posterXXL. In the event of any discrepancy between any
order accepted by posterXXL and these Terms, these Terms shall govern.
8.6 No Waiver.The failure of posterXXL to exercise or enforce any Term will not constitute a
waiver of such Term. If any Term is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the parties'
intentions as reflected in the provision, and the other provisions of these Terms remain in full
force and effect.
8.7 Relationship of the Parties. The parties hereto are independent contractors and nothing in
these Terms will be construed as creating a joint venture, employment or agency relationship
between the parties.
8.8 Headings. Paragraph headings are inserted for convenience of reference only and do not
form part of these Terms.