THE COLOR SPOT, INC.

GENERAL TERMS AND CONDITIONS

Version 2026.2 | General commercial terms

Scope of Covered TCS Entities. For purposes of these Terms, “TCS” means The Color Spot, Inc. and, where involved in the applicable transaction, its present and future parents, subsidiaries, affiliates, commonly owned or controlled companies, divisions, trade names, related business entities, successors, assigns, and authorized agents and subcontractors. Each such covered entity is entitled to the protections, limitations, defenses, remedies, and rights stated in these Terms.

Quick Reference: Key Customer Obligations

Payment: Pay according to stated terms and no later than completion, delivery, installation, acceptance, or first beneficial use, whichever occurs first, unless TCS approves other terms in writing.

Approvals: Carefully review proofs, specifications, dimensions, quantities, colors, copy, and placement; approved errors and customer-provided information remain Customer responsibility.

Custom work: Fabricated, printed, decorated, installed, modified, special-order, or otherwise customized work is non-cancellable and non-refundable once design, procurement, production, fabrication, scheduling, or performance begins.

Site readiness: Provide safe access, suitable substrates and structures, permits/approvals assigned to Customer, utilities, staging, and timely access.

Changes & delays: Pay for changes, rush work, downtime, remobilization, storage, expedited freight, and other consequences of Customer or site-caused changes and delays.

Claims: Inspect promptly and provide written notice within the applicable claim or warranty period; otherwise goods/services are deemed accepted.

TCS terms

TCS terms control over conflicting Customer purchase-order, portal, procurement, or boilerplate terms unless an authorized TCS officer expressly agrees in writing.

1. Acceptance; Contract Formation; Current Version

These General Terms and Conditions (the “Terms”) apply to every quote, estimate, proposal, order confirmation, work order, statement of work, invoice, purchase-order response, online order, project, sale, service, delivery, installation, fabrication, fulfillment activity, and other transaction in which TCS provides or agrees to provide goods or services to a customer (“Customer”), unless a separate written agreement signed by an authorized officer of TCS expressly states otherwise.

Customer accepts these Terms, and a binding contract is formed, by any of the following: signing or electronically approving a TCS document; clicking an acceptance box; approving a proof; issuing a purchase order that references a TCS quote or order; paying a deposit or invoice; providing artwork, specifications, materials, or instructions for performance; instructing or authorizing TCS to proceed; accepting delivery, installation, or performance; first beneficial use; or otherwise permitting TCS to commence work.

The version of these Terms in effect on the date Customer accepts the applicable transaction governs that transaction. TCS may revise these Terms from time to time, and revised Terms will apply prospectively to transactions accepted on or after their stated effective date unless otherwise agreed in writing. Each new quote, order, work authorization, project, reorder, or transaction may be governed by the version then in effect.

Electronic signatures, electronic approvals, portal approvals, email approvals, and other electronic records have the same effect as originals. TCS may maintain electronic records of acceptance, including the applicable Terms version, date, time, user, quote/order number, and other transaction data.

No salesperson, estimator, project manager, installer, customer-service representative, subcontractor, or other person has authority to waive or modify these Terms unless the waiver or modification is in a writing signed by an authorized officer of TCS.

2. TCS Terms Control; Order of Precedence; Customer Purchase Orders Rejected

These Terms control over any inconsistent, conflicting, or additional terms contained in any Customer purchase order, vendor portal, procurement document, acknowledgment, email, invoice instruction, website, master purchasing condition, or other communication unless expressly accepted in a separate writing signed by an authorized officer of TCS.

Customer purchase orders and procurement documents are accepted solely for administrative convenience. TCS expressly rejects all Customer terms that are different from, additional to, or inconsistent with these Terms. TCS commencement of work, shipment, delivery, installation, invoicing, acceptance of payment, or other performance does not constitute acceptance of Customer terms.

Unless a signed agreement expressly provides otherwise, the order of precedence is: (a) a separately negotiated agreement signed by an authorized TCS officer; (b) the applicable TCS quote, proposal, or statement of work; (c) applicable TCS supplemental terms; and (d) these General Terms. Customer boilerplate does not alter this order of precedence.

3. Quotes, Estimates, Pricing, Taxes, Availability, and Substitutions

All quotes and estimates are based on the specifications, quantities, artwork, substrates, site conditions, delivery requirements, installation conditions, schedule, and assumptions known when issued. Unless a different expiration date is stated, quotations expire fifteen (15) days after issuance and may be withdrawn by TCS before acceptance.

Pricing is subject to correction for typographical, clerical, mathematical, or obvious errors and adjustment for changes in scope, quantities, specifications, materials, freight, fuel, tariffs, duties, taxes, labor, expedited requirements, site conditions, supplier pricing, or conditions not reasonably known when quoted.

Prices do not include sales, use, excise, privilege, gross receipts, value-added, or other taxes, permits, fees, bonds, inspections, utility charges, freight, delivery, storage, access equipment, engineering, or third-party charges unless expressly stated. Customer shall pay all such amounts applicable to the transaction.

TCS may substitute a commercially comparable material, component, process, manufacturer, or source when the specified item becomes unavailable, discontinued, delayed, impracticable, or materially more expensive, unless the applicable quote expressly requires Customer written approval before substitution.

4. Deposits, Credit Approval, Payment, Interest, and First Beneficial Use

Unless TCS expressly approves different payment terms in writing, TCS may require deposits, progress payments, prepayment, payment before release, payment before shipment, payment before installation, COD, or other payment security at any time. Any extension of credit is discretionary and may be reduced, suspended, or revoked by TCS at any time.

Payment is due in accordance with the payment terms stated on the applicable TCS document and, in all events, no later than completion, delivery, installation, Customer acceptance, or first beneficial use of the goods or services, whichever occurs first, unless TCS has expressly approved different payment terms in writing.

Customer shall pay all invoices without setoff, deduction, withholding, recoupment, delay, chargeback, or back-charge unless expressly authorized in writing by TCS. A dispute concerning one item, order, or project does not excuse payment of undisputed amounts or other invoices.

Past-due amounts accrue interest at one and one-half percent (1.5%) per month, equal to eighteen percent (18%) annually, or the maximum rate permitted by law, whichever is less. Customer shall reimburse TCS for all costs of collection and enforcement, including reasonable attorneys’ fees, court costs, collection agency fees, lien-related expenses, and other reasonable expenses to the extent permitted by law.

If any amount is past due, TCS may, without liability, suspend work, stop production, delay shipment, withhold delivery or installation, withhold release of files or products, refuse additional orders, revoke credit, require prepayment, or exercise any other remedy available by contract or law. Any resulting delay is a Customer-caused delay.

5. Title, Security Interest, and Right to Withhold Release

To the maximum extent permitted by law, TCS retains title to unpaid goods, materials, work in process, finished products, designs, fabricated items, signs, graphics, displays, apparel, promotional items, inventory, and other deliverables until all amounts relating to the applicable work are paid in full.

Customer grants TCS a purchase-money security interest and other security interest, to the extent legally available, in goods supplied by TCS and proceeds thereof and authorizes TCS to take commercially reasonable actions to protect that interest. TCS may withhold possession or release of goods, files, source materials, inventory, or other property while amounts are unpaid. Any repossession, removal, lien, or self-help remedy will be exercised only to the extent permitted by applicable law.

6. Fabrication, Customized Work, Cancellations, Holds, and Suspension

TCS performs extensive customized and made-to-order work, including without limitation architectural signage, dimensional signage, illuminated signage, channel letters, cabinets, monuments, pylons, wayfinding systems, ADA signage, metal fabrication, welding, CNC and laser cutting, routing, bending, painting and finishing, acrylic and plastic fabrication, custom displays, exhibits, frames, fixtures, retail and POP elements, graphics, banners, wallcoverings, printed products, decorated apparel, promotional products, sewn goods, kits, and other project-specific goods and services.

Once TCS begins design, engineering, permitting, procurement, ordering of materials, production scheduling, prepress, proofing, printing, cutting, fabrication, decoration, assembly, installation planning, subcontractor commitment, or any other performance for a customized project, the customized goods and services are non-cancellable, non-returnable, and non-refundable except in TCS sole written discretion.

If TCS permits cancellation, suspension, postponement, reduction, or termination of an order, Customer shall pay for all work performed, design and engineering, proofs, permitting, materials ordered or committed, custom materials, supplier and subcontractor commitments, freight, restocking charges, cancellation charges, storage, administrative costs, and other costs incurred or committed, together with any cancellation charge stated in the applicable quote or reasonably assessed by TCS.

Customer delays, holds, postponed installations, unresponsive approvals, site inaccessibility, unresolved credit issues, missing information, incomplete artwork, or other Customer-caused conditions extend the schedule and may result in additional charges.

7. Changes, Extras, Change Orders, and Field Directives

Any change in artwork, design, quantity, size, substrate, material, color, finish, location, schedule, delivery, installation method, access, site condition, permitting requirement, engineering assumption, staging, sequencing, or other scope item permits TCS to adjust price and schedule.

TCS is not required to proceed with changed, added, accelerated, or disputed work until TCS has approved the revised price, schedule, and scope in writing. TCS may rely on written or electronic direction from Customer personnel who reasonably appear authorized to direct the work. Emergency or time-sensitive field direction may be documented after the fact and billed at TCS then-current rates.

8. Artwork, Proofs, Files, Specifications, Measurements, and Color

Customer is solely responsible for reviewing and approving proofs, artwork, copy, spelling, grammar, dimensions, quantities, materials, colors, logos, trademarks, placement, addresses, barcodes, QR codes, legal disclosures, and other content. Approval releases TCS from responsibility for matters shown or reasonably detectable in the approved proof or specification.

Customer-supplied files must be production-ready and suitable for their intended use. TCS is not responsible for errors, defects, low resolution, embedded file issues, missing fonts, transparency issues, linked-file problems, incorrect bleeds, color-space problems, inaccurate dimensions, or other defects in Customer files.

Exact color matching is not guaranteed unless expressly contracted as a paid color-matching service. Customer understands that colors may vary among screens, proofs, devices, inks, paints, vinyls, fabrics, laminates, substrates, production equipment, manufacturing lots, and repeat production runs.

TCS may rely on Customer-supplied dimensions, counts, site data, drawings, surveys, specifications, vehicle information, substrate information, and other measurements without independent verification unless a separate site survey or verification service is expressly included in the written scope.

9. Site Surveys; Existing Conditions; Third-Party Property

Unless expressly stated otherwise, a TCS site survey is limited to observable conditions reasonably relevant to the quoted work and is not structural engineering, architectural analysis, code certification, electrical inspection, environmental testing, hazardous-material testing, destructive investigation, or certification of concealed conditions.

TCS is not responsible for hidden defects, latent conditions, pre-existing damage, weak or unsuitable substrates, loose or failing paint, water intrusion, corrosion, structural deficiencies, concealed utilities, building movement, glass defects, flooring conditions, poles, fixtures, vehicles, machinery, existing signs, or other third-party property on or around which TCS performs work.

Customer bears the risk of inaccurate or incomplete site information and shall pay resulting additional costs, rework, engineering, equipment, labor, travel, storage, and schedule impacts.

10. Customer-Supplied Content, Intellectual Property, and Legal Compliance

Customer represents and warrants that it owns or has secured all rights, licenses, permissions, releases, and approvals necessary for all artwork, logos, trademarks, trade names, photographs, likenesses, copy, data, mailing lists, designs, files, and other content supplied to or requested from TCS.

Customer is solely responsible for the legality, accuracy, regulatory compliance, advertising claims, required notices, privacy compliance, promotions, sweepstakes, product claims, and other legal requirements associated with Customer content and intended use unless TCS expressly agrees in writing to assume a specific compliance responsibility.

Customer shall indemnify, defend, and hold harmless TCS from claims arising from Customer-supplied content, specifications, data, instructions, or alleged infringement or violation of intellectual-property, publicity, privacy, advertising, or other rights.

11. Customer-Supplied Materials, Substrates, and Third-Party Products

If Customer supplies materials, substrates, apparel, products, fixtures, vehicles, hardware, signs, displays, equipment, structures, or other items, Customer assumes risk relating to their suitability, quality, quantity, compatibility, hidden defects, and ability to withstand production or installation processes.

TCS is not responsible for spoilage, damage, defects, waste, testing, misprints, adhesion failure, material failure, dimensional changes, color variation, or production losses involving Customer-supplied items except to the extent directly caused by TCS gross negligence or willful misconduct. Customer shall provide reasonable excess quantities for setup, testing, spoilage, and production loss.

Third-party and manufacturer products are subject only to the applicable manufacturer warranty, if any. TCS may reasonably assist with warranty claims but does not independently warrant third-party products beyond any express TCS workmanship warranty.

12. Production Tolerances, Overruns, Underruns, and Samples

Customer accepts commercially reasonable production tolerances for quantity, size, color, registration, cut, fold, sew, drill, routing, welding, fabrication, placement, alignment, seams, hardware, installation, finishing, decoration, and other characteristics. Unless otherwise stated in writing, industry-standard overruns and underruns are permitted and invoiced or credited on the actual quantity delivered where appropriate.

Samples, prototypes, mock-ups, renderings, drawings, photographs, digital images, and display proofs are illustrative only and may differ from final production due to scale, materials, lighting, substrate, manufacturing, and installation conditions.

13. Installation, Site Conditions, Access, Safety, and Downtime

Installation pricing assumes normal business hours, safe and ready site conditions, unobstructed access, structurally suitable surfaces, ordinary mounting conditions, normal staging, and availability of utilities and equipment reasonably contemplated by the quote.

Customer shall provide timely and safe site access, suitable substrates and structures, accurate site information, landlord/property approvals, security clearance, escorts, loading access, staging areas, parking, utility access, lift access, traffic control, and other site accommodations unless expressly included in TCS scope.

Unexpected conditions, including rock, unsuitable soil, concealed utilities, water intrusion, weak walls, loose paint, defective substrates, asbestos or hazardous materials, structural problems, electrical defects, restricted access, union rules, venue restrictions, weather, or unavailable equipment permit TCS to suspend work and charge additional time and materials, equipment, travel, engineering, subcontractor, and remobilization costs.

Customer-caused waiting time, downtime, return trips, remobilization, standby time, rescheduling, after-hours work, overtime, lift/equipment rental, additional crews, travel, lodging, and other impacts are chargeable at TCS then-current rates.

14. Permits, Electrical, Structural, Engineering, and Code Matters

Unless expressly included in the written scope, Customer is responsible for permits, landlord approvals, zoning approvals, engineering, structural adequacy, electrical service, branch circuits, wiring, panels, meters, disconnects, timers, controls, utilities, and governmental approvals.

If TCS agrees to obtain permits or approvals, TCS does not guarantee issuance, approval, timing, conditions, inspection results, zoning determinations, landlord decisions, or governmental action. Fees, redesign, engineering, resubmittals, and changes required by authorities are additional unless expressly included.

TCS may rely on drawings, engineering, surveys, building information, measurements, site information, and representations supplied by Customer, property owners, engineers, architects, contractors, or authorities. Unless separately engaged to do so, TCS does not independently certify the structural adequacy, code compliance, corrosion, wall thickness, steel strength, hidden defects, electrical capacity, or other latent condition of existing structures.

15. Scheduling, Rush Work, Customer Delays, and Third-Party Dependencies

All production, delivery, and completion dates are estimates unless a specific guaranteed date is expressly stated in a writing signed by an authorized TCS officer. TCS is not liable for delay damages or for failure to meet an estimated date.

Rush, expedited, accelerated, after-hours, or emergency work is subject to TCS capacity, material availability, subcontractor availability, freight, access, and other constraints. TCS may charge rush premiums, overtime, expedited freight, special handling, additional project-management fees, or other applicable charges and does not guarantee normal schedules or availability for late or expedited requests.

Customer delays in artwork, approvals, information, site readiness, access, payment, change decisions, permits, or other dependencies automatically extend TCS schedule by a reasonable period and may require resequencing or remobilization. TCS is not responsible for delays caused by Customer, exhibitors, property owners, landlords, venues, carriers, utilities, governmental authorities, other contractors, or other third parties.

16. Shipping, Delivery, Risk of Loss, Inspection, and Claims

Delivery dates are estimates. TCS is not responsible for carrier delays, freight damage, customs delays, weather delays, misrouting, lost shipments, or other delivery issues outside TCS reasonable control.

Risk of loss transfers to Customer upon delivery to Customer, Customer agent, carrier, installer, storage location, jobsite, venue, landlord, property representative, or other destination as applicable, except to the extent mandatory law provides otherwise.

Customer shall inspect goods and completed visible work promptly. Visible shortage, freight damage, quantity discrepancy, or patent defect must be reported in writing within five (5) business days after delivery or completion, together with photographs and reasonable supporting information, or the goods/services will be deemed accepted as to such visible conditions. Latent warranty claims must be reported within the applicable warranty period immediately after discovery.

TCS liability for freight claims is limited to reasonably assisting Customer with carrier claims where TCS arranged shipment; TCS does not guarantee carrier recovery.

17. Storage, Warehousing, Fulfillment, Inventory, and Abandoned Goods

If Customer delays pickup, delivery, installation, approval, access, payment, or release of goods, TCS may charge storage beginning ten (10) calendar days after notice that goods are ready, at TCS then-current rates, plus handling, insurance, transportation, and third-party storage charges.

For warehousing, inventory, kitting, fulfillment, direct-to-consumer, and distribution services, Customer shall provide accurate forecasts, item data, shipping instructions, addresses, carrier accounts, packaging requirements, and disposition instructions. TCS may rely on such information and is not responsible for losses caused by inaccurate data, carrier performance, customer forecasting, or third-party platforms.

Inventory counts are subject to commercially reasonable shrinkage, handling variance, damage, obsolescence, and periodic reconciliation. TCS may charge for cycle counts, special inventories, repackaging, relabeling, returns processing, obsolete inventory handling, and nonstandard reporting.

TCS may move goods to third-party storage at Customer expense and risk. Goods not picked up, released, installed, or paid for within sixty (60) days after written notice may, to the extent permitted by law, be deemed abandoned and may be returned, sold, recycled, destroyed, or otherwise disposed of by TCS, with Customer remaining responsible for unpaid amounts and disposal costs.

18. Returns, Refunds, and Restocking

All custom, printed, fabricated, decorated, installed, modified, special-order, made-to-order, project-specific, or Customer-approved goods and all design, prepress, proofing, production, fabrication, labor, installation, project-management, freight, permitting, and related services are final, non-returnable, and non-refundable once work or procurement has commenced.

TCS may, in its sole discretion, authorize return of unopened, unused, standard-stock merchandise. No return is valid without prior written authorization. Any authorized return is subject to a minimum twenty percent (20%) restocking charge plus freight, handling, supplier charges, and other costs.

19. Limited Warranties; Architectural Signage Craftsmanship Warranty; Exclusive Remedy

Except for Architectural Signage as specifically provided below or another written warranty issued by TCS, TCS warrants only that its workmanship will materially conform to the written specifications expressly stated in the applicable TCS quote for the warranty period, if any, stated there.

Architectural Signage Craftsmanship Warranty. Subject to all exclusions, limitations, notice requirements, and remedies in these Terms, TCS provides a limited

craftsmanship/workmanship warranty on architectural signage fabricated by TCS for three hundred sixty (360) calendar days beginning on the documented project start date. “Project start date” means the date TCS first performs design, engineering, permitting, procurement, fabrication, production, or other project-specific work. The warranty period does not restart or extend because of phased completion, repair, replacement, service, delayed installation, or Customer delay.

TCS sole obligation and Customer exclusive remedy for a valid warranty claim is, at TCS option, repair, replacement, reperformance, credit, or refund of the amount actually paid to TCS for the affected portion of the work. TCS controls the method, timing, personnel, and materials used for warranty work.

TCS warranties do not apply to normal wear and tear, fading, weathering, misuse, abuse, neglect, improper cleaning, pressure washing, chemicals, vandalism, accidents, impacts, building movement, substrate failure, corrosion, water intrusion, structural movement, electrical conditions, acts of God, abnormal environmental exposure, unauthorized repairs, third-party work, Customer modifications, manufacturer defects, Customer-supplied materials, or conditions outside TCS reasonable control.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN WARRANTY SIGNED BY TCS, TCS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TCS TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY QUOTE, ORDER, PROJECT, GOOD, SERVICE, INSTALLATION, DELAY, DEFECT, WARRANTY, OR OTHER TRANSACTION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO TCS FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TCS SHALL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, DELAY DAMAGES, LIQUIDATED DAMAGES, LOSS OF DATA, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

Customer shall not bring any claim against TCS more than one (1) year after the claim accrues, except where a longer period cannot legally be waived. These limitations are material terms of the parties’ allocation of risk and apply even if a remedy fails of its essential purpose.

21. Customer Indemnification

Customer shall indemnify, defend, and hold harmless TCS and its covered affiliates, officers, directors, employees, agents, installers, subcontractors, vendors, and successors from claims, demands, actions, damages, liabilities, losses, fines, penalties, liens, costs, and expenses, including reasonable attorneys’ fees, arising from Customer content, Customer specifications or instructions, unsafe premises, Customer or third-party negligence or misconduct, intellectual-property claims, regulatory violations, Customer-supplied materials or property, Customer-directed methods, unauthorized use, or Customer breach of these Terms, except to the extent finally determined to result solely from TCS gross negligence or willful misconduct where such allocation is permitted by law.

22. Subcontractors, Affiliates, and Performance Through Others

TCS may use subcontractors, installers, vendors, affiliates, carriers, fabricators, decorators, consultants, and other third parties to perform any part of the work without Customer consent unless a signed agreement expressly provides otherwise. TCS may allocate work among facilities or covered TCS entities as operationally appropriate.

23. Force Majeure and Excusable Delay

TCS shall not be liable for delay, nonperformance, increased cost, loss, or damage caused by events beyond TCS reasonable control, including acts of God, severe weather, natural disasters, fire, flood, earthquake, hurricane, tornado, epidemic or pandemic, war, terrorism, civil unrest, governmental action, permitting delay, utility outage, cyberattack, equipment failure, labor shortage, strike, lockout, carrier delay, supply-chain interruption, material shortage, port congestion, tariff change, venue restriction, or third-party failure.

TCS is entitled to schedule extensions, equitable price adjustments, and other reasonable relief resulting from force majeure or excusable delay. If performance becomes commercially impracticable, TCS may suspend or cancel the affected portion without liability, subject to Customer payment for work performed and costs committed.

24. Confidentiality; TCS Work Product; Production Assets

Quotes, pricing, estimates, processes, designs, drawings, renderings, production methods, proposals, templates, software tools, data, project plans, and other nonpublic TCS information are confidential and proprietary unless expressly stated otherwise.

Unless expressly transferred in a separate written agreement signed by TCS, all concepts, designs, layouts, drawings, renderings, proofs, specifications, production files, CAD files, templates, dies, jigs, software, code, workflows, tooling, know-how, and production methods created or used by TCS remain TCS property. Payment for finished goods does not transfer ownership of such production assets or intellectual property.

25. Marketing Rights and Portfolio Use

TCS may photograph, video, display, describe, publish, and refer to completed work, Customer name, logos as appearing in the work, project images, and general project descriptions in TCS portfolios, websites, social media, sales presentations, awards, case studies, vendor materials, and other marketing unless Customer and an authorized TCS officer agree in writing before production that the project is confidential or excluded from marketing use.

26. Privacy, Customer Data, Mailing Data, and Electronic Communications

Customer authorizes TCS to communicate by email, phone, text message, portal, electronic signature, file-transfer system, and other electronic means relating to quotes, proofs, approvals, invoices, collections, scheduling, delivery, service, and account administration.

Customer is responsible for the legality, accuracy, consent status, ownership, and permitted use of data, mailing lists, recipient information, customer files, and other data supplied to TCS. TCS may rely on Customer instructions and is not responsible for data errors, duplicate records, stale information, inaccurate addresses, customer-selected targeting criteria, or regulatory violations inherent in Customer data or requested use.

Customer shall not transmit sensitive personal information, regulated data, payment-card data, protected health information, or confidential third-party data to TCS unless TCS has expressly agreed in writing to receive and process that category of data. TCS is not responsible for cybersecurity or data incidents caused by Customer systems, third-party platforms, carriers, or events outside TCS reasonable control.

27. Technology, Portals, E-Commerce, Software, and Third-Party Platforms

Where TCS provides online storefronts, customer portals, project dashboards, integrations, software, e-commerce functionality, data tools, or other technology-enabled services, such services are provided subject to availability and may depend on third-party hosting, payment processors, carriers, APIs, platforms, internet providers, or software vendors.

TCS does not warrant uninterrupted, error-free, or continuously available technology services and may perform maintenance, upgrades, security changes, or service modifications. TCS is not liable for downtime, data loss, third-party platform changes, API changes, cyberattacks, payment processor failures, internet outages, or other technology events outside TCS reasonable control.

Customer is responsible for user credentials, authorized users, account security, content uploaded through portals, and compliance with third-party platform terms. Separate software, SaaS, data-processing, privacy, or security terms may apply where stated by TCS.

28. Apparel, Promotional Products, Decoration, and Product Programs

Apparel, promotional products, embroidery, screen printing, direct-to-garment, direct-to-film, heat transfer, awards, drinkware, and other decorated products are subject to normal manufacturer and production variations in size, shade, dye lot, fabric, texture, placement, imprint, decoration, and availability.

TCS may rely on manufacturer specifications and commercially reasonable decoration tolerances. Substitutions may be made as permitted by Section 3. Customer-approved samples and proofs establish the general standard but do not guarantee exact identity across all units or future production lots. Manufacturer discontinuations, backorders, and product changes may affect pricing and schedule.

29. Independent Contractor; No Agency or Fiduciary Relationship

TCS is an independent contractor. Nothing in any transaction creates a partnership, joint venture, fiduciary relationship, employment relationship, agency, franchise, or authority for Customer to bind TCS or for TCS to bind Customer except as expressly stated in writing.

30. Governing Law, Venue, Attorneys’ Fees, and Jury Waiver

These Terms and all transactions with TCS shall be governed by the laws of the State of Georgia, without regard to conflict-of-law principles, except to the extent another state law cannot legally be waived for a specific transaction or project.

Any action arising out of or relating to TCS, these Terms, or any transaction shall be brought exclusively in a state or federal court of competent jurisdiction located in or serving Cobb County, Georgia, and Customer consents to personal jurisdiction and venue there, except where mandatory law requires otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO TCS, THESE TERMS, OR ANY TRANSACTION.

TCS is entitled to recover attorneys’ fees and enforcement costs to the extent provided by these Terms and applicable law, subject to any statutory notice or procedural requirements.

31. Severability, No Waiver, Assignment, and Survival

If any provision is invalid, illegal, or unenforceable, the remaining provisions remain in effect and the affected provision shall be modified to the minimum extent necessary to make it enforceable where permitted.

No delay or failure by TCS to enforce any right is a waiver. A waiver on one occasion is not a continuing waiver or waiver of any other right.

Customer may not assign any order, agreement, or rights without TCS prior written consent. TCS may assign its payment rights or these Terms in connection with a merger, sale, restructuring, financing, affiliate transfer, or business transaction and may delegate performance to covered affiliates or subcontractors.

Payment obligations, ownership and security rights, intellectual-property provisions, confidentiality, indemnification, warranty limitations, liability limitations, dispute provisions, and any provisions that by their nature should survive shall survive completion, cancellation, expiration, or termination.

32. Entire Agreement; Notices; Supplemental Terms

The applicable TCS quote or proposal, any signed TCS statement of work, applicable supplemental terms, and these Terms constitute the agreement regarding the transaction and supersede prior or contemporaneous oral statements concerning the same subject matter, except for a separately negotiated agreement signed by an authorized TCS officer.

Notices to TCS concerning legal claims, warranty claims, cancellation, or disputes must be in writing and delivered to the TCS address or email designated on the applicable quote, invoice, website, or written notice. Routine project communications may be delivered through email or the applicable project system.

Additional or supplemental terms may apply to particular services, including vehicle graphics and wraps, fleet graphics, architectural signage, installation services, warehousing and fulfillment, apparel decoration, promotional products, e-commerce stores, technology services, and other specialty work. Applicable supplemental terms are incorporated by reference when identified on a quote, order, proposal, website, or other TCS document.

33. Website Terms; Future Updates; Record of Applicable Version

TCS may publish these Terms and supplemental terms at TCS-controlled web addresses and may update those published terms prospectively. The applicable version is the version identified as effective when Customer accepts the transaction. TCS may preserve archived copies of prior versions and may use business records, electronic approvals, quote/order records, emails, payment records, portal logs, and other evidence to establish the version accepted.

Customer is responsible for reviewing the linked Terms before authorizing work. Continued or repeat business does not obligate TCS to maintain old terms for new transactions. A change to published terms does not retroactively modify a previously accepted transaction unless Customer and TCS expressly agree in writing.

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