Terms of Service

The following terms and conditions introduce a legally required contract (this “Agreement”) between you (“you” or “your”) and santal.at s.r.o. (as deﬁned below) that manages all use by you of the almirio.com website (the “Site”) and the services accessible on or at the Site (taken together with the use of the Site, the “Services”). If you live in the European Economic Area, this Agreement is between you and santal.at s.r.o. We’ll refer to Almirio and all of ancillaries and aﬃliated corporations collectively as “Almirio”, “we”, “our”, “us”, etc. Almirio white-label prints and dropships products (“Products”) directly to you and your customers (“Customers”). Almirio is a print-on-demand corporation for businesses that want to outsource the printing and transporting element.

The Services are oﬀered subject to your acceptance without changing of all of the terms and conditions contained here. We have other policies and procedures including, without limitation, Shipping, Return Policy, Privacy Policy etc. Those policies cover additional terms and conditions, which apply to the Services and are part of this Agreement.

If you do not agree to this Agreement, do not use the Site or any other Services.

YOUR USE OF THE SITE ESTABLISHES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS AGREEMENT. ADDITIONALLY, BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE SITE, YOU AGREE AND ARE BOUND BY THIS AGREEMENT.

If you use our Services to execute orders or deliver Products to third parties (including Customers), you are considered a “Merchant”. If you use our Services only for your personal use, you are considered a “User”.

1. Access & Membership

In order to like all of Almirio’s beneﬁts, you may register your account and become a member (“Member”). Membership requires that you register on the Site (including by truthfully ﬁlling out all required personal data). You may opt out of marketing and promotional activities, including emails. You may terminate your membership at any time by canceling it online on the Site. To complete registration, you shall provide a name, surname, email address and password. You are responsible for the activity that happens on your account, and you must keep your account password protect. You may never use another user’s Almirio account without approval from that user. You must notify Almirio directly of any breach of security or unauthorized use of your account. Although Almirio will not be responsible for your and your Customer’s losses caused by any unauthorized use of your account, you may be responsible for the losses of Almirio and others due to such illegal use.

Almirio may impose limits on certain features and Services or restrict the User’s access to parts or all of the Services without notice or liability. Almirio may modify, suspend or discontinue the Services, Products, terms at any time, fees, charges including the availability of any feature or content, but without aﬀecting orders for European Economic Area Users which Almirio has already conﬁrmed. If you are an individual (rather than an organization or entity), then you certify to Almirio that you are at least 18. If you are using the Services on behalf of an association or entity then you certify that you are legally authorized and permitted to bind such organization or entity to this Agreement and use the Services. Although the aforementioned, you agree to take full duty for your selection and use of the Services. This Agreement is cancelled where forbidden by law, and the right to access or use the Services is revoked in such jurisdictions.

2. Modiﬁcations

Without aﬀecting orders for European Economic Area Users which Almirio has already conﬁrmed Almirio reserves the right, at its sole discretion, to change this Agreement and its terms, as well as the fees and other charges for our Services, at any time. All such modiﬁcations will become eﬀective directly after Almirio posts them on the Site. You shall be liable for reviewing and becoming familiar with all such modiﬁcations, and you agree to review the terms of this Agreement each time you access or use the Site so that you are aware of any modiﬁcations made to this Agreement. Use of the Site and other Services by you after Almirio posts the modiﬁcations on the Site constitutes your acceptance of the terms and conditions of this Agreement, as modiﬁed. If you do not agree to the modiﬁed terms, you are not approved to access or use the Site or other Services, and you must send Almirio a written notiﬁcation, including on email (and your Almirio account will be deleted), to close your account within 30 days of notice.

3. Content

All content (including all information, text, photographs, graphics, messages, and other materials, images,data, pictures, hereinafter “Content”) that you post,upload, display, sell or use, submit, hereinafter “post”, using our Services is your content. We don’t make any right(s) to it. That includes anything you post using our Services (like your Content, images, your customer reviews, videos, comments, shop name, usernames, etc.).

1. Duties for the Content. You understand that you are responsible for the Content that you post on or through the Services. You represent that you have all essential rights to the Content, including all needed rights to post it or use it on your Products sold, manufactured, or warehoused by Almirio. You also represent that you’re not infringing or violating any third party’s rights by posting the Content or using the Content on your Products sold, manufactured, or warehoused by Almirio.

2. Permission to Use the Content. Almirio agrees that any Content that you post using our Services will stay yours. This means that we will never use your Content except with your express approval or as otherwise provided in this Agreement.

3. Reporting Unauthorized Content. Almirio respects rational property rights and follows intellectual property laws. We are committed to following suitable legal procedures to remove infringing content from the Service(s).

4. Intellectual Property. Almirio respects your work and empowers you to express your voice and thoughts. We ask that you respect the work and original rights of others. You need to either own the Content you post to Almirio, or have the express authority to post it. Content must comply with right of trademark and copyright laws, publicity and all other applicable state and federal laws.

5. Rights You Grant Almirio. By posting your Content, you grant Almirio a non-exclusive, worldwide, irrevocable, sub-licensable, royalty-free, edit, modify, reproduce, perpetual license to use, display, distribute, and prepare derivative works of your Content to provide the Services and to promote Almirio and/or your Almirio store, or the Services in common, in any formats and through any channels, including across any third-party website, Almirio Services,advertising medium and/or social media. You agree and represent that you have the rights to grant this license to us.

6. Trademarks and Infringement of Intellectual Property. We are committed to following suitable legal procedures to remove infringing content from the Services. Almirio will try to accommodate and not interfere with average technical measures used by copyright owners to identify and protect their works. Almirio reserves the right to do any or all of the following at any time at our discretion: (i) directly suspend your use of the Services; and/or (ii) remove, block, and disable access to any of your Content that is alleged to infringe the intellectual property rights of others. When we receive proper notice of intellectual property infringement (on email content@Almirio.com or otherwise), Almirio strives to respond quickly by removing, blocking, or disabling access to the allegedly infringing material. When Almirio removes, blocks or disables access in response to such a notice, Almirio makes a rational attempt to contact the allegedly infringing party, provide information about the notice and removal, in cases of alleged copyright infringement, provide information about counter notiﬁcation.

7. DMCA Cooperation: Almirio’s copyright infringement notice and Content removal policies and procedures are intended to comply with the requirements and responsibilities of service providers under the Digital Millennium Copyright Act (DMCA). To the extent any requirements and duties of service providers under the DMCA change or are diﬀerent than set forth here, Almirio’s policies and procedure may also change in accordance with the DMCA requirements and duties of service providers.

8. Repeat Infringement: Almirio may terminate account privileges of Members that are subject to repeat notices of intellectual property infringement as determined by Almirio at its sole discretion.

9. Counter DMCA Notiﬁcations: If Almirio receives a DMCA counter notiﬁcation, Almirio will send a copy of the counter notice to the original complaining party. If the copyright owner ﬁles an action seeking a court order against the allegedly infringing party and informs Almirio of this action, the blocked, removed, or disabled material may be replaced or access to it may be restored 10-14 business days after distribution of the counter notice to the original complaining party. If an action is ﬁled, any Content removed, disabled, or blocked shall remain removed, blocked or disabled at the exclusive discretion of Almirio.

10. Copyright and Trademark Duties. You agree and represent by accepting this Agreement and using our Services that you own all rights (including copyrights) for the Content you post, or if you are not the owner, that you have express authority and written permission to use and reproduce the Content in contact with the Services, and that you have all of the rights required to post your Content. Also, by accepting this Agreement and using our Services, you agree and represent that you own all trade dress, trademarks, service marks, and trade names incorporated into the Content you post, or if you are not the owner, that you have express authority and written permission to use, post, and reproduce such marks, and trade names in connection with any Content and the Services provided under this Agreement.

11. Unsuitable, False, or Misleading Content. This should be common sense, but there are several types of Content we don’t want submitted to our Services (for legal reasons or otherwise). You confirm that you will not post any content that is threatening, abusive, defamatory, obscene, vulgar, illegal or otherwise oﬀensive or in destruction of any part of this Agreement. You also agree not to post any Content that is untrue or misleading or uses the Services in a manner that is fraudulent or deceptive.

4. Use of Services

We grant you a limited, non-exclusive, non-movable, and revocable license to use our Services, integrations subject and platforms to this Agreement and the following restrictions in particular:

1. Don’t Use Our Services to Break the Law. You confirm that you will not violate any laws in connection with your use of the Services. This includes any state, federal, local, and international laws that may apply to you or Almirio. It is your responsibility to obtain any permits or licenses that your store may require; you must not engage in theft, fraud, anti-competitive conduct, threatening conduct, or other unlawful acts against Almirio, another Almirio user, or a third party. You also agree that you are not the target of trade and economic sanctions, and that you do not appear on a sanctions-related list, including lists maintained by the U.S. Department of Treasury’s Oﬃce of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the European Union, or Her Majesty’s Treasury of the United Kingdom. You also agree that you will not export or otherwise transfer Almirio’s Products to countries or territories that are the target of comprehensive sanctions (including Cuba, Iran, Syria, North Korea, and the Crimea region) or parties on the sanctions-related lists referenced above. You agree not to use the Services: (i) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; or (ii) to impersonate or attempt to impersonate Almirio, any other Almirio Party (as deﬁned below), or any other person or entity; for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to unsuitable content or otherwise. The following are collectively referred to as the “Almirio Parties”: (a) Almirio, (b) Almirio’s subsidiaries, aﬃliated companies, and (c) the oﬃcers, directors, equity holders, agents, members, managers, and employees of Almirio and its subsidiaries, aﬃliated companies, and joint ventures.

2. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their Products. You agree not to use the Services: (i) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm any Almirio Party or expose any of them to liability; or (ii) to send, knowingly receive, download, use upload, or re-use any material which does not comply with this Agreement. You confirm that Almirio reserves the right to audit our platforms (systems) to ensure integrity and compliance with this Agreement, at the discretion of Almirio.

3. Follow Brand Guidance. The name “Almirio”, phrases, logos, our iconography, and designs that we use in connection with the Products or Services we provide are trademarks, service marks, or trade dress of Almirio in the US, European Union, and all other countries, that are used for branded purposes at our sole discretion. Except as expressly provided in this Agreement, Almirio does not grant you any rights to use its trademarks, service marks, or trade dress. You may state in contact with the Services or Products provided by Almirio that Almirio provided such Services or Products. If you use any of our trademark in reference to our Products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks: (i) in or as the whole or part of your own trademarks; (ii) in contact with activities, Products or Services which are not ours; (iii) in a manner which may be confusing, misleading; or (iv) in a manner that disparages us or ourd data, Products or Services (including the Site).

Almirio reserves the right to request you to directly remove any such misused phrases, logos, iconography, and designs at our sole discretion.

4. Digital Things. Digital items (like images, mockups, templates, and other design assets) and texts created in contact with the Products and/or Services we oﬀer and their intelligent property rights belong exclusively to Almirio. Digital items and any results may only be used in connection with the oﬀering , advertising, promoting, and sale of Almirio’s Products and may not be used for other purposes or in conjunction with products from other manufacturers.

5. Share Your Thoughts. We like your suggestions and ideas! They can help us increase your experience and our Services. Any unsolicited ideas or other materials you submit to Almirio (not including your Content or Products you sell or warehouse through our Services) are considered non-conﬁdential and nonproprietary to you. By submitting those ideas and materials to us, you grant us a non-revocable, sub-licensable, non- exclusive, worldwide, royalty-free, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

6. Communication Methods. Almirio will provide you with several legal information in writing. By using our Services, you’re agreeing to our communication methods which describe how we provide that data to you. This simply means that we reserve the right to send you information electronically ( email, etc.) instead of mailing you paper copies (it’s better for the environment). U

5. Content and Services

1. Items Your Clients Purchase Through Our Sites. You know that Almirio cannot and does not make any warranties about your Content, stores, or what you sell to your Customer that we may warehouse. You release Almirio from any claims related to Products sold by you through our Services, including claims for misrepresentations by you to your Customers or claims for physical injury or property harm by any of your Products that are warehoused for you by Almirio.

Any allowed claim related to a Product your Customers purchase must be brought directly against you as the seller of the Product.

2. Content You Access. Your Customers may come across materials that they ﬁnd oﬀensive or unsuitable while using our Services. We make no representations concerning any content posted by others through the Services. Almirio is not liable for the accuracy, legality, copyright compliance, or decency of content posted by others that you accessed through the Services. You release us from all responsibility relating to that content.

3. Third-Party Services. Our stores on our Site may contain links to third-party websites or services that we don’t own or control (for example, Twitter, links to Facebook and Pinterest). You may also need to use a product or service of one of our subcontractors or other third parties in order to use some of our Services (like a well-matched mobile device to use our mobile apps). When you access these third-party services, you do so at your own risk. The third parties may require you to admit their own terms of use. You agree that Almirio will not be liable to you in any way for your use of these third party services. Almirio is not a party to those agreements; they are solely between you and the third party.

4. Services. Almirio is devoted to making our Services the best they can be, but we’re not flawless and sometimes things can go incorrect. You understand that our Services are provided “as is,” with all errors and without any kind of warranty (express or implied), except for the warranties provided with respect to Products in Segment 6 below. TO THE FULLEST EXTENT ALLOWED BY LAW, WE ARE DEFINITELY DISCLAIMING ANY AND ALL WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OR SITUATIONS IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, WITH RESPECT TO OUR SERVICES, EXCEPT FOR THE WARRANTIES OR CONDITIONS PROVIDED WITH ADMIRATION TO PRODUCTS IN SEGMENT 6 BELOW. SEVERAL JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not guarantee that:

1. the Services will be protected or available at any particular time or location – Almirio shall not be responsible for any delays, interruptions or loss of data in connection with the use of our Site and Services

2. the results of using the Services will meet your expectations;

3. the Services will always be free of viruses or other harmful materials; or

4. any fails for which Almirio is liable will be corrected.

You use the Services specially at your own risk

5. OBLIGATION LIMITS. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER ALMIRIO NOR ANY OTHER ALMIRIO PARTY SHALL BE RESPONSIBLE TO YOU OR YOUR CUSTOMERS FOR ANY DIMINUTION IN VALUE, LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF (I) WHETHER ANY OF THE FOREGOING DAMAGES WERE PREDICTABLE, (II) WHETHER OR NOT YOU WERE ADVISED OF THE OPPORTUNITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (TORT,CONTRACT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND

(IV) ANY SPECIFIC CONDITIONS OF YOU AND/OR YOUR CUSTOMER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.THE RESPONSIBILITY OF THE ALMIRIO PARTIES WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICE THAT YOU HAVE PURCHASED OR USED THROUGH THE SITE.

6. Limited Warranty on Products

Does not apply to Users residing in the European Economic Area.

1. Who May Use This Warranty? Almirio extends the Limited Warranty only to Users and Merchants. All Limited Warranty coverage terminates if the User or the Merchant’s Customer sells or otherwise transfers a Product.

2. Limited Warranty. We warrant that, at the time of distribution of a Product to a User or the Merchant’s Customer, the Product will not be materially imperfect or damaged (the “Limited Warranty”).

3. What Does This Warranty Not Cover? This Limited Warranty does not cover any harm to or defect in a Product caused by any of the following: (a) any failure to follow any Product instructions; (b) any improper handling (including during shipping), use or storage of the Product; (c) you or third parties; (d) any modiﬁcations to the Product; (e) any unauthorized repair to the Product; or (f) any external causes such as accidents, ﬁre, ﬂood, “acts of God” or other actions or events beyond our reasonable control; or (g) any costs or expenses related to the loss of use of the Product or any other costs or expenses not covered by this Limited Warranty. This Limited Warranty does not cover any items supplied by third parties, size exchanges or buyer’s remorse.

Finally, as noted somewhere else in this Agreement, we unfortunately cannot guarantee that the colors and details in our website images are 100% precise representations of a Product, and sizes might in some cases be approximate. So, this Limited Warranty does not cover such matters.

1. What Is The Period Of Coverage? This limited warranty starts on the date of the distribution of the Product to the User or the Merchant’s Customer and lasts for thirty (30) days (the “Warranty Period”).

2. What Are Your Remedies Under This Warranty? With admiration to any materially defective or damaged Product, we will, in our discretion, either: (a) free of charge (or the defective or damaged part of the Product) replace such Product, or (b) refund the purchase price paid to us by the User or the Merchant along with the shipping fees corresponding to the defective or damaged Products.

3. How Do You Obtain Warranty Service? Promptly following distribution of a Product, you or your Customer (if you are a Merchant) will inspect the Product. If a Product is materially imperfect (including any error by Almirio in printing) or damaged upon receipt, or if you received the wrong Product, then in order to be eligible for service under this Limited Warranty, you must submit a claim within the Warranty Period in agreement with our Return Policy. If you are a Merchant, your Customer has to contact you regarding any defective or spoiled Product and with respect to any delivery of the wrong Product.

4. LIMITATION OF OBLIGATION. THE REMEDIES DESCRIBED IN THIS SEGMENT 6 ARE YOUR SOLE AND LIMITED REMEDIES (AND OUR ENTIRE LEGAL RESPONSIBILITY) FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LEGAL RESPONSIBILITY FOR A IMPERFECT OR DAMAGED PRODUCT SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT RECEIVED BY US FOR THE PRODUCT, NOR SHALL WE UNDER ANY CONDITIONS, TO THE FULLEST EXTENT ALLOWED BY LAW, BE RESPONSIBLE FOR ANY DIMINUTION IN VALUE, LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, ENHANCED OR PUNITIVE DAMAGES OR LOSSES ARISING OUT OF OUR PRODUCTS, REGARDLESS OF (I) THE LEGAL OR EQUITABLE THEORY, (II) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) WHETHER ANY OF THE FOREGOING DAMAGES WERE FORESEEABLE (TORT, CONTRACT OR OTHERWISE) UPON WHICH THE CLAIM IS CREATED, AND (IV) ANY SPECIFIC CIRCUMSTANCES OF YOU AND/OR YOUR CUSTOMER. THIS LIMITED WARRANTY GIVES YOU EXACT LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WE LIMIT THE LENGTH AND REMEDIES OF ALL IMPLIED WARRANTIES OR CIRCUMSTANCES WITH RESPECT TO OUR PRODUCTS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THE WARRANTY PERIOD. SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CIRCUMSTANCE LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Your rights in the case of lack of conformity

If you are a User residing in the European Economic Area, the legal guarantees established by Directive 1999/44/EC on consumer sales and guarantees below apply to the sale of our products. Therefore, you have free of charge ,the right to get the products repaired (or replaced) within the limits provided by the law, or, in case of failure of one of the remedies above to have an appropriate decrease in the price of the products, or the contract cancelled. Distribution costs for returning the product to be repaired or replaced under this clause shall be borne by Almirio, as well as any costs related to the distribution to you of the repaired or replaced product.

8. Responsibility of Site members and visitors

Destruction of this Agreement or any other rules will result in the termination of your Almirio account.

Almirio and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available on the Services. Without limiting the foregoing, Almirio and its designees shall have the right to block, remove and disable any Content. You agree that you must evaluate and to the extent permitted by law bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Almirio or submitted to Almirio, including without limitation information in Almirio collaborations, posts and in all other parts of the Almirio Services.

Without limiting other remedies, we may limit, suspend or terminate our Services and your account, prohibit access to our Site, delay, remove, block, or disable hosted Content, and take technical and legal steps to keep you oﬀ the Site if we think that you are making problems, causing potential legal liabilities, breaching this Agreement, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconﬁrmed accounts or accounts that have been inactive for extended periods of time. You are liable for providing Almirio with accurate and truthful information (including but not limited to your name and surname if you are a User or retail price if you are a Merchant). If you have provided Almirio with inaccurate or false information, (a) you shall be liable to Almirio for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information, (b) Almirio shall have the right to charge you for such damages and losses (including but not limited to taxes) and otherwise limit or suspend your access to the Services and (c) you shall reimburse such damages and losses (including but not limited to taxes) to Almirio

9. Payments and fees

You may choose to save your billing data to use it for all future orders and charges associated with Almirio Products and/or Services. In such case, you also acknowledge and confirm that this information will be stored and processed by third party PCI DSS compliant service providers.

When you order a Product, or use a Service that has a fee, you will be charged, and you confirm to pay, the fees in eﬀect at the time the order is placed. We may change our fees from time to time (for example, oﬀer you a discount of base product prices, when we have holiday sales). We may choose to provisionally change the fees for our Services for promotional events or new Services, and such changes are eﬀective when we post the temporary promotional event or new Service on the Site or inform you individually. The sale will be submitted for processing and you will be charged as soon as you conﬁrm it. You may then get an email from us.

With regard to payment methods, you represent to Almirio that (i) the billing data you supply to us is true, right, and complete and (ii) to the best of your knowledge, charges incurred by you will be honored by your ﬁnancial institution (including but not limited to credit card firm) or payment service provider.

By placing an order through the Site, you are conﬁrming that you are officially entitled to use the means of payment tendered and, in the case of card payments, that you are either the cardholder or have the cardholder’s express authorization to utilize the card to eﬀect payment. In case of an unauthorized use of a payment method, you will be personally responsible for, and shall reimburse Almirio for damages resulting from such unauthorized use.

If you or your Customer makes any return which does not comply with our return policies (which are described here), you will repay Almirio for its losses, which consist of fulﬁllment costs and chargeback handling fees (up to $15 USD per chargeback).

We may refuse to process a transaction for any reason or refuse to provide Services to anyone at any time at our discretion. We will not be responsible to you or any third party by reason of refusing or suspending any transaction after processing has begun.

Unless stated otherwise, you may choose currency from the options accessible at the Site in which all fees and payments will be quoted. You are liable for paying all fees, payments and applicable taxes associated with our Site and Services. After receiving your order you may receive an email from us with the details and description of the Products ordered. Payment of the total price plus taxes and delivery must be made in full before the dispatch of your Products.

Almirio at its sole decision may oﬀer you various discounts, as well as change, suspend or discontinue them at any time. You may ﬁnd more information about the available discounts at the Site, in the marketing and promotional emails or via other channels or events Almirio may use or participate in.

10. Taxes

Aside from the limited conditions set out below, you are liable for (and shall charge) all applicable taxes, such as but not limited to sales taxes, GST, VAT and others, and duties associated with the Products (if and as applicable).

In some states in the US and countries, Almirio may collect the applicable taxes from you as the seller and pay this to the relevant tax authority (if and as applicable).

In some cases you are required to provide a valid exemption certiﬁcate such as Resale certiﬁcate, VAT ID or ABN.

11. Shipping

Once you have conﬁrmed your order, it might not be possible to edit or terminate it. If you want to change addresses, some parameters, etc., please check whether such an option is available in your account. We are not bound to make such changes to your order, but we will do our best on a case-by- case basis.

The risk of loss of, damage to and title for Products pass to you upon our distribution to the carrier. It shall be

your (if you are a User) or your Customer’s (if you are a Merchant) duty to ﬁle any claim with a carrier for a lost shipment if carrier tracking indicates that the Product was transported. For Users in the European Economic Area the risk of loss of, damage to and title for Products will pass to you when you or a third party indicated by you has acquired the physical possession of the Products. In such case Almirio will not make any refunds and will not resend the Product.

If carrier tracking indicates that a Product was lost in transit, you or your Customer may make a written claim for replacement of (or credit to the Member’s account for) the lost Product in compliance with Almirio’s Return Policy. For Products lost in transit, all claims must be submitted no later than 30 days after the estimated distribution date. All such claims are subject to Almirio investigation and sole discretion.

12. Description of products

We always try to represent each design as accurately as possible via photography and copy points provided by designers, artists or photographers. While many component parts of our Products are standard, all Products accessible for purchase are described on their speciﬁc page on our Site.

Before ordering, we invite you to have a close look at the Product description and design. We have a policy of unceasing Product development so we can provide you with what we consider the best design combined with best performance, and therefore reserve the right to amend the speciﬁcations of Products, their price, packaging, and any Service associated at any time, without prior notice.

Sometimes during the manufacturing process Products can be damaged. Obviously we won’t knowingly ship spoiled items to you (your Customers), but these damaged items can still be used for charitable purposes. Almirio reserves the right to donate all damaged items with full or partial designs to charity and you hereby waive your right to collect royalties or other fees regarding damaged Products that are donated.

We use our best eﬀorts to provide you with the best images and descriptions, but unfortunately cannot guarantee that colors and details in website photos are 100% correct representations of the product, and sizes might in some cases be approximate.

13. Purchase of products

Your order is purchase of a Product for which you have paid the valid fee and/or other charges that we have accepted and received. Any Products in the same order which we have not accepted do not form part of that contract. We may choose not to accept any orders in our sole discretion.

Orders are placed and received exclusively on the Site. Before ordering from us, it is your obligation to check and regulate full ability to receive the Products. Correct name of the recipient, up-to-date telephone number, delivery address and postal code/zip code, and email address are unconditionally essential to ensure successful distribution of Products.

All information asked on the checkout page must be ﬁlled in specifically and accurately. Almirio will not be liable for missed delivery because of a wrong or misspelled recipient name or surname, distribution address or an inappropriate phone number. Should you like to ask for a change in phone number, the distribution address, or any other different requirements, please contact Almirio.

14. Distribution

You shall cover distribution costs. We deliver to most places in the world. Distribution prices are added to the Product’s price and may vary depending on delivery location and/or sort of Products, and additional charges may be added to the order for remote or diﬃcult to access places that require special attention. Flat rate delivery charges are shown on our checkout page; however, we reserve the right to advise you of any additional delivery charges that apply to your speciﬁc distribution address.

Some goods are packaged and shipped separately. We cannot guarantee distribution dates and to the extent allowed by law accept no obligation, apart from advising you of any known delay, for Products that are delivered after the predictable delivery date. Regular time for delivery may be shown on the Site. It is only an average estimation, and some distribution can take longer, or alternatively be delivered much faster. All delivery estimates given at the time of placing and conﬁrming order can be subject to change. In any case, we will do our best to contact you and advise you of all changes.

We make no guarantees with respect to any partnership we start with you, including any collaboration with respect to Services, Products (including new Products) or any integration with a vendor platform. We try our best to make Product delivery as simple as possible.

Ownership of the Products will only pass to you/Customer after we get complete payment of all sums due in respect of the Products, including distribution charges and taxes, and transport the Products to the carrier.

15. Release

To the fullest extent allowed by law you release us and all other Almirio Parties from any and all claims and demands, as well as any and all damages, losses, costs, liabilities, judgments, reasonable attorneys’ fees, and other expenses incurred or suﬀered by any Almirio Party, of every kind and nature, known and unknown, relating to or arising out of any right, claim, or matter (a) which is disclaimed by Almirio (or for which Almirio provides no guarantees) under this Agreement, or (b) for which Almirio is otherwise indemniﬁed under this Agreement.

16. Indemnity

To the completest extent permitted by law you will defend, indemnify, and hold Almirio and the other Almirio Parties harmless from any claim or demand made by any third party (including, but not limited to, your Customer), as well as any and all liabilities, judgments, damages, losses, costs, reasonable attorneys’ fees, and other expenses of every kind and nature, known and unknown, incurred or suﬀered by the Almirio Parties, relating to or arising out of (a) your violation of any law or the rights of a third party, (b) your use (or misuse) of our Services, (c) your Content, (d) the infringement by your Content or your account of someone else’s intellectual property or other rights, (d) your breach of this Agreement, or (e) if you are a Merchant, any claims related to products or items sold by you through our Services, including claims for misrepresentations by you to your Customers and claims for physical injury or property damage by any of your products or items that are warehoused for you by Almirio. We reserve the right to handle our legal protection however we see ﬁt, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

17. ARBITRATION AND JURY TRIAL WAIVER

“Disputes” means all disputes and claims arising out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes and claims, excluding only claims under the Limited Warranty and claims brought by Users living in the European Economic Area or Switzerland against Almirio in European Economic Area. All Disputes shall be ﬁnally established by ﬁnal and binding arbitration, using the English language, managed by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (“Commercial Rules”) in eﬀect at that time. The Rules are deemed to be incorporated by reference into this Agreement. As of the date of this Agreement you can ﬁnd them here or by calling the AAA at 1–800–778–7879. The Federal Arbitration Act applies to this Agreement. The

arbitration shall be managed by the AAA and shall be conducted by an arbitrator selected in accordance with the Commercial Rules unless otherwise commonly agreed by the parties. Unless Almirio and you agree otherwise, any arbitration hearings will take place in Charlotte, North Carolina, except that, for Users, any arbitration hearings will take place in the county of your residence. Judgment on any arbitration award may be entered and enforced by any court that has jurisdiction to do so. Any arbitration will take place on an individual basis and neither the arbitrator nor AAA are empowered to conduct a class arbitration, class action or to resolve claims of more than a single claimant in anything other than a single proceeding, unless both parties consent. You and Almirio acknowledge that AAA may conclude that the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution may be more appropriate in certain cases. You and Almirio decide to abide by the decision of the AAA as to the applicable rules in cases where a party may assert that the Commercial Rules are not appropriate.

TO THE COMPLETEST EXTENT ALLOWED BY LAW, YOU AND ALMIRIO KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ANY AND ALL DISPUTES (AS DEFINED ABOVE). THIS JURY TRIAL WAIVER IS INTENTIONALLY MADE AS YOU AND ALMIRIO WOULD PREFER TO RESOLVE ALL DISPUTES (AS DEFINED ABOVE) AS PROVIDED BY THIS SEGMENT 17. THIS JURY TRIAL WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT. ALSO, YOU AND ALMIRIO KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION OR OTHER FORM OF JOINT DISPUTE RESOLUTION WITH OTHER PARTIES.

Anyhow the foregoing, you may instead assert your claim in any Dispute in “small claims” court if you provide us with written notice of your intention to do so before any claim is submitted to arbitration and provided that (a) your claim remains in such court, (b) your claim qualiﬁes, and (c) your claim remains on an individual, non-representative, and non-class basis.

Also, notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a ﬁnal decision by the arbitrator.

You and Almirio shall each bear 50% of all fees and expenses of the AAA and the arbitrator except as otherwise provided by the Commercial Rules (or, if applicable, the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution). The arbitrator may award such fees and expenses of the AAA and the arbitrator as well as other expenses and rational attorneys’ fees to a prevailing party consistent with the provisions of the Commercial Rules (or, if applicable, the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution).

18. Privacy and Personal Data Processing

Almirio collects your personal information to provide our Services. We are dedicated to protecting your personal data and privacy and our Privacy Policy details and explains how we are processing Site visitor and User personal data. By accepting this Agreement, you are also tolerant and acknowledging our Privacy Policy.

If you are a Merchant and provide us with your end-user personal information, our Data Processing Terms, which are incorporated in this Agreement by reference, apply.

19. General

No agency, employee-employer, partnership, joint venture, franchisor-franchisee relationship is intended or made by this Agreement.

Almirio will not be liable to you, nor be deemed to have defaulted or breached this Agreement, for any damage or delay in Almirio’s performance under this Agreement when such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, such as any ﬂood; fire; earthquake; governmental action; war, invasion or hostilities; epidemic; inability or delay in obtaining goods; terrorist threat or act; riot or other civil unrest; insurgence; national emergency; lockout, strike or other labor dispute (whether or not relating to our workforce); explosion; telecommunication breakdown; or power outage.

You represent that you have all essential authorizations to grant us with Customer’s personal information to fulﬁll this Agreement.

Almirio reserves the right to transfer or assign this Agreement or any right or responsibility under this Agreement at any time. If you are a User in the European Economic Area and such transfer or assignment may reduce you guarantees under this Agreement, then Almirio will ask for you authorization before.

If any provision of this Agreement is held to be inacceptable or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement upon notice to you. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or breaches alike. Headings are for reference purposes only and do not limit the scope or extent of such section. We do not guarantee we will take action against all breaches of this Agreement.

If you have any questions about this Agreement, please contact us at support@almirio.com.