This Service and Electronic Disclosure Agreement (“Agreement”) is between you and AKEY, LLC (“AKEY”), a California Limited Liability Company, with an address at 7545 Irvine Center Drive, Suite 200, Irvine, California, 92618.

The Agreement governs the parties understanding regarding the placement of a Goods order with AKEY, use of AKEY development, manufacturing, distribution, printing and design services, and use of any of our online services including the Online Print Proof System.

This Agreement governs your access and approval process. By accessing or using AKEY online services and the Online Print Proof System, you agree to be bound by this Agreement, our Terms of Use and to any additional guidelines, restrictions or rules that may be posted on our website in connection with specific sections or services of this Site. All such additional posted guidelines, restrictions or rules are hereby incorporated by reference into this Agreement.

We agree as follows:

Our Process.
You will submit your request for a bid in writing describing in details what it is that you want to order from AKEY. You must specify the product names, types, quantities, delivery date you require (“Goods”). We will submit to you a written estimate (“Estimate”) which will describe our set up fees, Goods, prices, and printing description. The Estimate from us must be accepted by you before the expiration date stated on the Estimate, after which the Estimate is automatically cancelled and a new request for bid must be submitted by you to AKEY.

Upon receipt of your written approval of our Estimate, we will send you our invoice for your project. You acknowledge your acceptance of the terms of the invoice, including the Goods description, service description, quantity of Goods, rate and total amount due to AKEY, and the terms of this Agreement by submitting your first payment to us as quoted in the invoice. This Agreement shall not be binding on AKEY until such time as AKEY has received your Approval and non-refundable deposit.

The price for the Goods that are the subject matter of this contract will be fixed by AKEY and as recorded on the Estimate. If you wish to re-order the Goods, unless there is a "Continuous Purchasing Agreement" signed by you and AKEY, AKEY may adjust the price, terms and conditions of the Goods in accordance with future market situation without being bound by the previous order.

You may pay for your order with cash, remittance, check, or credit card. Seller reserves the right to accept or reject credit card payment. A non-refundable deposit identified on the Estimate is due from you upon receipt of your acceptance of AKEY's Estimate. The balance of the Total Price is due and owing upon notice of pending delivery by AKEY. The parties agree that all payments still owing after the due date will bear the legal of interest.

Development, Pre-Production, Engineering, or Designs.
A link to your designs will be delivered by email notification, to your email address provided in the profile, which you must view in the Online Print Proof System. All development, pre-production, engineering and design fees are nonrefundable.

Print Proofs Order Approval.
As noted above, a link to your designs will be delivered by email notification. If the email address you provide is not valid or is filtered by your email system, AKEY will not be liable for any missed deadlines and will not refund client’s downpayment for this reason. AKEY will not process projects without your acknowledgment initiated by our Online Print Proof System.

You are fully responsible for final proof and layout acknowledgment prior to the printing process. AKEY will not be liable for any mistake caused as a result of grammar, misspelling or punctuation errors, poor image resolution or any requested alteration after the files have been sent to be printed. AKEY disclaims any implied warranty as to the Goods with regard to any defect, which upon an examination by you would have revealed.

It is your responsibility to provide images or other content, if needed, to complete the project. You represent and warrant that you have all appropriate and necessary right and authority to create and use a higher resolution image version of the image you provide to AKEY and that your use of the higher resolution image will not infringe any trademark, copyright or other right of any other party.

Color Matching.
AKEY can only use its best efforts to adjust the colors as close to the said specification as possible. AKEY is not liable for color matching or ink density on screen proofs approved by you. Screen proofs will predict design layout, text accuracy, image proportion and placement, but not color or density. AKEY will try its best to match the gradient density of each color. AKEY is not liable for the final appearance of a color. You understand that AKEY is not able to fully correct color in terms of color standard and chromatic aberration. Application of UV Coating may effect or change the appearance of the printed colors. AKEY is not liable for the final color appearance of a UV product.

Digital Proofread.

In the event you accept internet or digital proofread, you may not hold AKEY responsible for deviation from standard and demand AKEY for revisions to the Goods, refund, or other processing or claims based on color difference between the color shown on computer monitor and the actual Goods.

Quantity Tolerance.
Due to work-in-process testing and wear and tear associated with multiple-procedure processing, a quantity tolerance up to 5% of the ordered quantity at delivery is deemed acceptable by you. You may not reject and/or demand remuneration of any form against AKEY based on quantity shortage if the quantity delivered falls within the said quantity tolerance. AKEY reserves the right, at its sole discretion, to refund the unit cost of the shortage or add the Goods to a future order so long as those Goods are identical to the current order.

Quality Tolerance.
You agree that a defective rate, in the quality of the Goods, which is less than or equal to 3% per shipment, is within tolerance and AKEY shall not be liable for such defects. In the event you find defects in Goods which exceed this tolerance, you must inform AKEY within thirty (30) days of delivery of the Goods by sending pictures and returning the defective Goods. AKEY, at its sole discretion, may refund the unit cost (less shipping costs) for the defects in excess of the tolerance or reimburse you in Goods or costs in a future re-order.

Buyer Integration.
You assume all responsibility for integration with your own production facility, filling equipment, Goods ordered, Goods feature, or technology for the compatibility with AKEY’s Goods before placing order. AKEY shall not be held responsible if you cannot complete filling or have a problem with your processing due to a compatibility issue after AKEY has produced the Goods in accordance with the specification approved by you.

Prototypes and Samples.
Initial samples are used to validate production (manufacturing design) and can be provided to you from our stock of Goods (“Sample”).

Prototypes are used to validate product designs and are normally the first part(s) produced against a project plan produced for fit and function purposes (“Prototype”). In the event you ask for a Prototype before production, once you have confirmed the size, material, and color of the Prototype , the Prototype shall become the standard norms for acceptance inspection for the Goods.

In the event you place an order and you wish to test the Goods Prototype, upon AKEY’s consent, you shall pay AKEY's Prototype costs in advance. In addition, unless otherwise agreed by both parties in writing, the costs of said Prototype shall not be deductible from the Goods payment after the order has been placed, and no refund is applicable.

In the event that you ask for a Prototype, you shall confirm your Approval of the Prototype within thirty (30) days of receipt or your order shall be deemed automatically null and void and a new order shall be required. If your order becomes null and void as stated in this paragraph, you shall be held liable for the costs to AKEY for said order. AKEY shall unilaterally determine said costs and expenses. AKEY may, at its own discretion, either charge the costs and expenses to any sums already received with respective to the order or demand from you a separate payment. AKEY shall return any remaining balance of the said down payment to the original order-placing client without any interest after the said compensation, if any, has been cleared. AKEY may exercise this Article for any and all expenses and/or costs incurred to our Company due to any and all other reasons entirely or partially attributable to you.

If you change or revise the Prototype design during the production, you shall pay AKEY additional design fee and test Prototype costs.

Authority.

By placing an order , you warrant that you have all necessary permission, right and authority to place the order and you authorize AKEY to produce the Goods on your behalf.

If you provide AKEY with any text, images, designs, or other content for incorporation into your project, you guarantee that you have all appropriate and necessary right and authority to use such text, images, designs or other content and that your use will not infringe any trademark, copyright or other right of any other party. Buyer warrants and represents it is the owner of or otherwise has all intellectual property rights and other rights to commission AKEY to produce or process the Goods. You shall defend and hold AKEY harmless from and against any damages, liabilities, judgments, losses and expenses, including reasonable attorneys’ fees and court costs incur from any infringement claim of trade mark, copyright, patent, and any other intellectual property.


You agree not to use the “Online Print Proof System” or the content or information delivered through the “Online Print Proof System” in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of the “Online Print Proof System” to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for AKEY or its affiliates or cause us to lose (in whole or in part) the services of our third-party provider; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) may potentially be perceived as being obscene or pornographic or contain child pornography, or racially, ethnically, or otherwise objectionable; (h) interfere with or disrupt computer networks connected to “Project Workroom” and “Online Print Proof System”; (i) interfere with or disrupt the use of “Project Workroom” and “Online Print Proof System” by any other user; (j) access the information and content manually by request and not programmatically by macro or other automated means; or (k) use “Project Workroom” and “Online Print Proof System” in such a manner as to gain unauthorized entry or access to the computer systems.

Design Rights and Future Use.
You are obtaining no right or claim of any kind to any individual design element or elements provided by AKEY and AKEY reserves the right to use the same or similar design elements in other projects or otherwise for other parties in the future.


You understand and consent that AKEY shall be the sole owner of the intellectual property of the mold, drawing, computer file, document, data, or technique of Goods that AKEY has created or designed in the course of production for you. AKEY has the exclusive right to use, copy, revise, produce, and license to others its derivative mechanical drawing, mold drawing, computer file, document, data, or technique, and to which intellectual property it has created or designed in the course of production for you. AKEY has the exclusive right to use, copy, revise, produce, and license to others. In the event you wish to use the said design or commission with another party to produce the Goods, you shall first pay AKEY under terms of a separate agreement.

Unless AKEY has quoted a separate price, and you have paid for the mold on the invoice, the Goods mold, cutting mold, or plate, and the ownership, right to use and other rights of related equipment belongs to AKEY. Unless you pay the respective mold expense, cutting mold expense, or plate expense to AKEY, the ownership and right of use of the said molds shall be retained by AKEY.

AKEY reserves the right to use any designs and/or your finished Goods as sample work for advertising and promotional purposes and for internal purposes. You agrees to allow AKEY to disclose the shape, specification, function, design of Goods, and your name via print or internet for the purpose of advertisement and promotion of AKEY's business.

AKEY does not guarantee that your design will not have similarities to designs created by AKEY for other parties.
Other fees may apply for image processing, multiple varieties of the same document, file conversion and revisions beyond the number, if any, provided with the initial fee. You will be deemed to have accepted such designs, and all amounts paid or payable by you for a design project are nonrefundable. You have no right to reproduce, reprint and edit the any graphic elements created by AKEY.

Order Changes.
Any request by you to change Goods description, service description, quantity of Goods, rate and total amount due to AKEY or accelerate delivery must be made in writing. Acceptance of any requested changes is in the sole discretion of AKEY.

Order Cancellation.
Once the order has been placed successfully, no refunds are issued for the development and engineering services. Orders must be cancelled by written request, which includes via email. Your cancellation is accepted only upon acknowledgment in writing by our customer service team.

AKEY customer service team will inform you of any cancellation charges depending on the stage of the order. 
If the cost to AKEY exceeds the amount of the said down payment (including but not limited to labor cost, administrative expense, design fee, or other expenses arising from the order amount herein), AKEY may bill you further for such costs.

Delivery
The times for delivery of the Goods and associated expenses will be as stated on the Estimate made a part hereof. AKEY will always act to make sure that delivery schedules are met. All delivery times are estimates only.

AKEY shall advise you of the delivery date when all approvals herein required have been made. AKEY's decision regarding the rescheduling of production and delivery shall be final and binding, unless both parties have agreed otherwise in writing.

Unexpected equipment failure, malfunction and or technical problems may delay the manufacturing process. In case of delay caused by technical difficulty, rush charges/fees will be refunded or waived where applicable. However, technical difficulty will not be the grounds for order cancellation.


The place for delivery of Goods being sold under this contract is as specified in the invoice made a part hereof. The risk of loss and title for such items pass to you upon our delivery to the carrier.

Delivery Postponement by You.
In the event you require postponement of the delivery date or you seek to postpone delivery midway through the shipment process, the payment balance must be settled in full and warehouse expenses paid by you. AKEY will summarize warehouse expenses and issue invoices to you on monthly basis. You agree to pay any warehouse expenses in accordance with said invoice no later than the 10th day of the next month. If you fail to settle the warehouse expense within one month of Invoice date, the ownership of Goods shall transfer to AKEY and you give AKEY full rights to dispose of the Goods at its sole discretion. In the event the agreed postponement of delivery is longer than 3 months, calculated on a cumulative basis, and the

Goods therefore suffer any deterioration from storage, moisture or any other quality problems, AKEY is not be responsible for the said defects.

Special Shipping Request.
In the event you request shipment by AKEY in a special manner, AKEY, at its option, may comply accordingly and charge you a handling fee of five percent (5%) of the total amount of the shipping fees and you shall pay the shipping costs and the handling fee in full before AKEY ships the Goods. In addition, you shall have the ownership and bear all risks once AKEY has handed over the Goods to the shipping company requested by you. If the Goods are damaged or lost or a dispute arises during shipment, AKEY will use its best effort to provide you with the necessary contract information to assist you to make a claim with the respective insurance company or the forwarder.

Packaging.
AKEY uses standard material and method for Goods packaging and shipping. The packaging expense includes the cost of the carton and pallet, which are not included in the order value. In the event you wish to change the packaging material or method, or have special requests pertaining the packaging which adds to the cost of material and labor to AKEY, you shall bear the added costs.

Returns and Refunds.
Since each order is unique to customer and has no re-sale value, All Sales Are Final. Please refer to Quantity Tolerance and Quality Tolerance for return and refund terms.
 

Damages.
Neither AKEY nor you will be entitled to seek any remedy or measure of damages provided under law or under the Uniform Commercial Code as enacted and in force in the state of California on the date of this agreement, or any other remedy except as are expressly set forth in this contract.

The parties acknowledge that it is not unconscionable under the commercial circumstances of this contract to limit any award of consequential damages to any party aggrieved by breach of this contract in any way. You agree that AKEY’s aggregate liabilities to you under this Agreement is limited to the total amount of this order including but not limited to the general damages, consequential damages, losses, special damages, indirect damages, labor costs, and machine shut-down costs.

This Agreement will remain in effect for each Estimate accepted by you. AKEY may terminate your participation in Online Print Proof System for any reason, including inactivity, at any time. AKEY will try to notify you in advance, but AKEY is not obliged to do so. AKEY may change this agreement at any time. For example, AKEY may add, delete or amend terms or services. AKEY will notify you of such changes by mail or electronic message.

This Agreement may not be modified or rescinded in any manner except by the written agreement of both AKEY and you.

AKEY's Right to Substitute Material.
In the event AKEY’s upstream supplier is unavailable to supply the material or Goods, or AKEY stops the cooperation with the original supplier, AKEY has the right to replace the material with the same or similar feature or quality of material without your consent. If the said replacement may affect the function or appearance of the Goods, AKEY shall obtain your prior approval.

Assignment and Delegation.
The parties may neither assign their rights nor delegate performance of their duties under this contract except as provided in this article.
 

You may not assign the rights to receive Goods from AKEY under this contract without the prior written consent of AKEY, such consent shall not to be unreasonably withheld. Consent shall be based on a determination that the assignment will not upset AKEY’s obligations with respect to other purchasers and market conditions for redistribution of its goods. The consent shall not be unreasonably withheld. AKEY may delegate performance of the manufacture and delivery of Goods under this contract without your prior written consent.

Protection of Password to AKEY's System.
You agree that you are responsible for protecting your password and controlling access to your registered account. You shall adopt adequate measures and control procedures to protect your online order password. You agree that you will be responsible for all orders placed or other actions that are taken through your registered account. You must be 18 Years old or older to purchase a product. Once an order placed with AKEY has been confirmed by AKEY, you are bound by the order.

You bear the responsibility, to the same extent as your own acts, in the event the act by your employee, trustee, agent, user, and any other parties authorized by you in the dealing of this order. This contract shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this contract.
 

In case any one or more of the provisions contained in this contract are held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and this contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

Force Majeure.
AKEY shall not be liable for any default on delivery arising from act of God, natural disaster, government restriction, strike, factory lock-down, war, or insurgence or any other causes beyond AKEY’s control.

Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Electronic Signatures.
The parties agree to the utilization of electronic document signing. The electronic signatures on this Site, Agreement, Estimate, Invoice and documents related thereto are the legally binding equivalent of an original handwritten signature. The approved email address for electronic signatures is the one used by the client for the request for Bid and the one used by AKEY for the Estimate.

The parties are acknowledging acceptance of this agreement as of the date of the communicated acceptance of AKEY’s Goods Estimate.