Effective Date: April 4, 2004
to the SSNautical.com web site. The following Terms of Service
("TOS") contain the terms that govern your use of the Web Site and SSNautical.com
Service (as defined below). These TOS describe your rights and responsibilities
and what you can expect from the SSNautical.com Service. Use of the SSNautical.com
Web Site constitutes acceptance of these TOS. SSNautical.com is a Trademark of
SS Graphics, Inc.
Graphics, Inc. reserves the right to add, delete and/or modify any of the terms
contained in this TOS, at any time and in its sole discretion, by posting a new
agreement on the SSNautical.com Web Site. If any modification is unacceptable
to you, your only recourse is to not use the Web Site and the SSNautical.com Service.
Your continued use of the SSNautical.com Web Site following posting of a new
TOS on the SSNautical.com Web Site will constitute binding acceptance of the
1. The SSNautical.com Service.
provides a number of Internet-based services through the Web Site (all such
services, collectively, the "SSNautical.com Service"). One such
service enables users to create customized yard signs, signs, magnetic signs
and merchandise, decals, stickers, and banners (collectively,
"Products"). SSNautical.com users may create and purchase individual products
for their own use.
2. Use of the Web Site and SSNautical.com Service.
2.1 Eligibility. SS Graphics,
Inc. will only knowingly provide the SSNautical.com Service to parties that can
lawfully enter into and form contracts under applicable law. If you are under
the age of 18, but at least 13 years of age, you may use the SSNautical.com Service
only under the supervision of a parent or legal guardian who agrees to be bound
by these TOS. The SSNautical.com Service is not intended for children under the
age of 13.
2.2 Compliance with TOS and
Applicable Law. You must comply with all of the terms and conditions of
these TOS, the applicable agreements and policies referred to below, and all
applicable laws, regulations and rules when you use the SSNautical.com Service
and the Web Site.
2.3 Your License to Use the Web
Site and the SSNautical.com Service.
(a) SSNautical.com solely and
exclusively owns all intellectual property and other rights, title and interest
in and to the SSNautical.com Service and Web Site, except as expressly provided
for in these TOS. For example and without limitation, SS Graphics, Inc. owns
the trademark SSNautical.com(TM), the copyrights in and to the Web Site. You will not acquire any right, title or
interest therein under these TOS or otherwise.
(b) SSNautical.com grants you a
limited revocable license to access and use the Web Site and the SSNautical.com
Service for its intended purposes, subject to your compliance with these TOS.
This license does not include the right to collect or use information contained
on the Web Site for purposes prohibited by SSNautical.com; to compete with SSNautical.com;
create derivative works based on the content of the Web Site; or download or
copy the Web Site (other than page caching). If you use the Web Site in a
manner that exceeds the scope of this license or breach this TOS, SSNautical.com
may revoke the license granted to you, and pursue any other legal course of
action permitted under applicable state or federal law.
(c) This Section 2.3 does not
pertain to your intellectual property rights. For information regarding your
intellectual property rights, please see Section 4.1.
2.4 Third-Party Services. SSNautical.com
may use third parties to provide certain services accessible through the Web
Site. SSNautical.com not control those third parties or their services, and you
agree that SSNautical.com will not be liable to you in any way for your use of
policies. You must comply with such terms and policies as well as these TOS
when you use these services. If any such terms or policies conflict with SSNautical.com’s
TOS, agreements or policies, you must comply with SSNautical.com’s TOS,
agreements or policies, as applicable.
3. General Rules.
3.1 Prohibited Use. You may
only use the SSNautical.com Service as expressly permitted by SSNautical.com.
You may not cause harm to the Web Site or the SSNautical.com Service.
Specifically, but not by way of limitation, you may not: (i) interfere with the
SSNautical.com Service by using viruses or any other programs or technology
designed to disrupt or damage any software or hardware; (ii) modify, create
derivative works from, reverse engineer, decompile or disassemble any
technology used to provide the SSNautical.com Service; (iii) use a robot,
spider or other device or process to monitor the activity on or copy pages from
the Web Site, except in the operation or use of an internet "search
engine", hit counters or similar technology; (iv) collect electronic mail
addresses or other information from third parties by using the SSNautical.com Service;
(v) impersonate another person or entity; (vi) use any meta tags, search terms,
key terms, or the like that contain the SSNautical.com name or trademarks;
(vii) engage in any activity that interferes with another user's ability to use
or enjoy the SSNautical.com Service; or (viii) assist or encourage any third
party in engaging in any activity prohibited by these TOS.
3.2 Prohibited Use Promise. By
using the SSNautical.com Web Site, you are promising that you are not using the
SSNautical.com Service or the Web Site for any of the Prohibited Uses.
4. Use of Your Content.
do not lose ownership of the Content that you design on, or upload to, the Web
Site. By uploading Designs to the Web Site or creating Designs with SSNautical.com’s
design tools, however, you grant the following licenses to SSNautical.com: the
nonexclusive, worldwide, transferable, sublicensable right to copy, crop,
reproduce, publicly display, sell, and distribute the Design in or on Products
and in advertising, marketing, samples, and promotional materials for the
purpose of promoting the Web Site and Products; and the right to make
modifications to your Design as SSNautical.com, in its sole discretion, finds
necessary to achieve the above listed purposes.
may remove the Content you designed at any time, and you retain any copyright
and other intellectual property rights in that Content. If you choose to remove
Content that you designed or uploaded and notify SSNautical.com of your
intention to terminate the licenses described in the above paragraph, those
licenses will terminate, except that SSNautical.com may fulfill all orders that
are in any way derived from that Content placed prior to notice of termination
and may continue to use said Content in marketing and promotional materials.
5. Reservation of Rights.
5.1 Monitoring. SSNautical.com
reserves the right, but does not assume the obligation, to monitor transactions
and communications that occur through the Web Site. If SSNautical.com determines,
in its sole and absolute discretion, that you or another SSNautical.com user
have breached or will breach a term of these TOS or that such transaction or
communication is inappropriate, SSNautical.com may cancel such transaction or
take any other action to restrict access to or the availability of any material
that we may consider objectionable, without any liability to you or any third
5.2 Modification of the Service.
SSNautical.com may modify the SSNautical.com Service at any time with or
without notice to you, and will incur no liability for doing so.
you submit questions, comments, suggestions, ideas, message board postings,
material submitted via web forms, contest entries, communications or any other
information ("Submissions"), you grant SSNautical.com permission to
use such Submissions for marketing and other promotional purposes, including
the right to sublicense. You agree that SSNautical.com will have no obligation
to keep any Submissions confidential. You will not bring a claim against SSNautical.com
based on "moral rights" or the likes arising from SSNautical.com’s use
of a Submission. This Section does not apply to your Content that will appear
as part of your product that you use in connection with SSNautical.com Service.
7. Representations and Warranties.
7.1 Mutual Representations and
Warranties. You represent and warrant to SSNautical.com and SSNautical.com represents
and warrants to you: (i) that you or it has the full power and authority to
enter into and perform under these TOS, (ii) the execution and performance of
your or its obligations under these TOS do not constitute a breach of or
conflict with any other agreement or arrangement by which you or it is bound,
and (iii) these TOS are a legal, valid and binding obligation of the party entering
into these TOS, enforceable in accordance with their terms and conditions.
7.2 By You. You represent and
warrant to SSNautical.com that, your use of the SSNautical.com Service and any
order that you place with SSNautical.com: (i) will not infringe the copyright,
trademark, patent, trade secret, right of privacy, right of publicity or any
other legal right of any third party and (ii) will comply with all applicable
laws, rules, and regulations. You further represent and warrant to SSNautical.com
that: (i) there are no claims, demands or any form of litigation pending, or to
the best of your knowledge, threatened with respect to any of your Content;
(ii) SSNautical.com will not be required to make any payments to any third
party in connection with its use of your Content, except for the expenses that SSNautical.com
incurs in providing the SSNautical.com; (iii) the use of any instructions,
formulae, recommendations, or the like contained in your Content will not cause
injury to any third party; and (iv) your Content does not contain viruses or
any other programs or technology designed to disrupt or damage any software or
8. Disclaimers and Exclusions.
8.1 Disclaimer of Warranties.
SSNautical.com provides the web site and SSNautical.com service on an "as
is" and "as available" basis. SSNautical.com does not represent
or warrant that the web site, SSNautical.com service or its use: (i) will be
uninterrupted, (ii) will be free of inaccuracies or errors, (iii) will meet
your requirements, or (iv) will operate in the configuration or with the
hardware or software you use. SSNautical.com makes no warranties other than those
made expressly in these TOS, and hereby disclaims any and all implied
warranties, including without limitation, warranties of fitness for a
particular purpose, merchantability and non-infringement.
8.2 Exclusion of Damages. SSNautical.com
will not be liable to you or any third party for any consequential, incidental,
indirect, punitive or special damages (including damages relating to lost
profits, lost data or loss of goodwill) arising out of, relating to or
connected with the use of the SSNautical.com service, based on any cause of
action, even if advised of the possibility of such damages.
9. Limitation of Liability.
of Liability. Except for a breach of a party's representations and
warranties under these TOS or in connection with your indemnity obligations
under these TOS, in no event will of the liability SSNautical.com exceed the
value of signs received or services rendered. The value of signs or services
are limited to the stated value on the SSNautical.com web site or as quoted by
an authorized SSNautical.com agent.
agree to indemnify and hold SSNautical.com and its employees, representatives,
agents, affiliates, directors, officers, managers and shareholders (the
"Parties") harmless from any damage, loss, or expense (including
without limitation, attorneys' fees and costs) incurred in connection with any
third-party claim, demand or action ("Claim") brought against any of
the Parties alleging that you have breached any of these TOS through any act or
omission, including but not limited to any claim that your content infringes or
violates the legal rights of any other party. If you have to indemnify SSNautical.com
under this Section, SSNautical.com will have the right to control the defense,
settlement, and resolution of any Claim at your sole expense. You may not
settle or otherwise resolve any Claim without SSNautical.com ‘s express written
11.1 Termination. SSNautical.com
may suspend or terminate your use of the Web Site or SSNautical.com Service if
it believes, in its sole and absolute discretion, that you have breached a term
of these TOS.
Notwithstanding Section 10.1 above, these TOS will survive indefinitely unless
and until SSNautical.com chooses to terminate them.
11.3 Effect of Termination.
If you or SSNautical.com terminates your use of the Web Site or the SSNautical.com
Service, SSNautical.com may delete any content or other materials relating to
your use of the SSNautical.com Service on SSNautical.com’s servers or otherwise
in its possession and SSNautical.com will have no liability to you or any third
party for doing so.
notices required or permitted to be given under these TOS will be in writing
and delivered to the other party by any of the following methods: (i) U.S.
mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to
SS Graphics, Inc., you must use the following addresses: SSNautical.com, c/o SS Graphics, Inc., 4176 6th
Street, Wyandotte, MI 48192. Sales@SSNautical.com.
If SS Graphics, Inc. provides notice to you, SS Graphics, Inc. will use the
contact information provided by you to SSNautical.com. All notices will be
deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business
days after dispatch, (ii) if by overnight courier, 48 hours after the date
receipt is confirmed by such courier service, or (iii) if by electronic mail,
48 hours after the message was sent, if no "system error" or other
notice of non-delivery is generated. If applicable law requires that a given
communication be "in writing," you agree that email communication
will satisfy this requirement.
13. Dispute Resolution.
disputes arising out of, relating to or connected with these TOS or your use of
any part of the SSNautical.com Service
will be exclusively resolved under confidential binding arbitration held in
Wayne County, Michigan before and in accordance with the Rules of the American
Arbitration Association, by a sole arbitrator applying Michigan law (without
regard for conflicts of law principles). The arbitrator's award will be binding
and may be entered as a judgment in any court of competent jurisdiction. To the
fullest extent permitted by applicable law, no arbitration under these TOS will
be joined to an arbitration involving any other party subject to these TOS,
whether through class arbitration proceedings or otherwise. Any action to
enforce an arbitrator's award will be brought exclusively in a federal or state
court located in Wayne County, Michigan. Each party hereby irrevocably submits
to the personal jurisdiction of the Federal and Michigan State Courts in Wayne
County. By entering into these TOS, you hereby irrevocably waive any right you may
have to join claims with those of others in the form of a class action or
similar procedural device. Any claim arising out of, relating to or connected
with these TOS or your use of any part of the SSNautical.com Service must be
asserted individually. Notwithstanding anything to the contrary in this Section
13, either party may seek equitable relief, including, without limitation,
injunctive relief and specific performance, without the requirement of posting
a bond or other security or proving money damages are insufficient, from a
court of competent jurisdiction.
TOS will be binding upon each party hereto and its successors and permitted
assigns, and governed by and construed in accordance with the laws of the State
of Michigan without reference to conflict of law principles. These TOS will not
be assignable or transferable by you without the prior written consent of SSNautical.com.
These TOS (including all of the policies and other Agreements described in this
TOS, which are hereby incorporated herein by this reference) contain the entire
understanding of the parties regarding its subject matter, and supersedes all
prior and contemporaneous agreements and understandings between the parties
regarding its subject matter. No failure or delay by a party in exercising any
right, power or privilege under these TOS will operate as a waiver thereof, nor
will any single or partial exercise of any right, power or privilege preclude
any other or further exercise thereof or the exercise of any other such right,
power, or privilege. You and SSNautical.com are independent contractors, and no
agency, partnership, joint venture, or employee-employer relationship is
intended or created by these TOS. The invalidity or unenforceability of any
provision of these TOS will not affect the validity or enforceability of any
other provision of these TOS, all of which will remain in full force and