Terms & Conditions

1.AGREEMENT TO THESE TERMS

These Terms & Conditions, referred to as the “Terms,” constitute a binding agreement between you and Migo Services LLC, referred to as “Migo,” “Migo Services,” “we,” “us,” or “our.”

Migo Services LLC is a custom printing, design, and related services company with its business and production location in Morristown, Tennessee. Products ordered through the Site are produced or prepared through our Morristown operation and shipped or made available for pickup as applicable.

By accessing the Site, creating an account, submitting files, approving a proof, purchasing a product or service, or otherwise doing business with us, you acknowledge that you have read, understood, and agreed to these Terms.

If you do not agree to these Terms, do not use the Site or place an order.

2.ELIGIBILITY

You must be at least 18 years old and legally capable of entering into a binding contract to use the Site or place an order.

By using the Site or placing an order, you represent that:

• You are at least 18 years old.
• You have the legal authority to enter into this agreement.
• All information you provide is accurate and complete.
• When ordering on behalf of a company, organization, campaign, school, church, restaurant, government office, or other entity, you have authority to bind that entity to these Terms.

The Site is not intended for use by anyone under 18 years of age.

3.CUSTOMER ACCOUNTS

Some Site features may require you to create an account.

You agree to provide accurate, current, and complete information and to update that information when necessary. You are responsible for protecting your username and password and for all orders and activity conducted through your account.

You must notify us promptly at info@migoservices.com if you believe that your account or payment information has been accessed or used without authorization.

We may suspend or terminate an account if we reasonably believe it is being used fraudulently, unlawfully, abusively, or in violation of these Terms.

4.PRODUCTS, SERVICES, AND PRODUCT INFORMATION

We make reasonable efforts to describe our products, materials, sizes, finishes, colors, quantities, and services accurately.

However, photographs, illustrations, mockups, digital previews, measurements, and product descriptions are provided for general reference. A product’s actual appearance may vary because of differences in materials, manufacturing, printing, finishing, lighting, photography, and screen settings.

Product availability, materials, specifications, production capabilities, and pricing may change without notice before an order is placed.

We reserve the right to:

• Correct errors in product information or pricing.
• Discontinue or modify a product or service.
• Limit quantities.
• Decline work that exceeds our current production capabilities.
• Substitute a materially comparable product or material only after receiving customer authorization when the substitution materially changes the order.

5.ORDERS AND ACCEPTANCE

Submitting an order does not automatically mean that we have accepted it.

An order is accepted when we confirm the order, receive the required payment, receive all necessary files and information, and determine that the order can be produced as requested.

We may refuse, suspend, or cancel an order when:

• Pricing or product information contains an error.
• Required files or information have not been provided.
• The order violates these Terms or applicable law.
• The requested product or material is unavailable.
• We reasonably suspect fraud or unauthorized payment activity.
• The submitted content may infringe intellectual property or other legal rights.
• Production of the order is unsafe, unlawful, or outside our capabilities.
• The customer has unpaid balances from another order.

If we cancel an order for reasons not caused by the customer and no work has been completed, we will refund the amount paid for the canceled portion of the order.

6.PRICES AND PAYMENT

All prices are stated in United States Dollars unless otherwise indicated.

Prices may change at any time before an order is placed. The price shown in an accepted order, invoice, or written quote will control for that order, except in the case of an obvious pricing or calculation error.

Payment in full, including applicable taxes, shipping, design, setup, processing, rush, and other disclosed charges, is required before an order enters production unless we expressly approve different payment terms in writing.

We may delay production, pickup, or shipment until all amounts due have been paid.

If a payment is declined, reversed, disputed, or charged back, we may suspend the related order and seek payment of all valid outstanding amounts and reasonable collection costs permitted by law.

7.SALES TAX

Migo Services LLC operates from its business and production location in Morristown, Tennessee.

Orders delivered to customers within Tennessee will be subject to applicable Tennessee state and local sales or use taxes. The applicable local tax for Tennessee orders will generally be based on our Morristown business location as required by Tennessee law.

Orders delivered to an address outside Tennessee are not subject to Tennessee sales tax. However, we may collect sales, use, or similar taxes imposed by another state or jurisdiction when required by applicable law.

Applicable taxes will be calculated during checkout or invoicing based on the order, delivery location, taxability of the products or services, and current legal requirements.

Shipping and delivery charges may be taxable when the underlying transaction is taxable.

Tax-exempt customers must provide a valid and properly completed exemption certificate before placing the order. Tax-exempt status will not be applied retroactively unless required by law.

If a taxing authority later determines that additional tax is due because of inaccurate information, an invalid exemption certificate, or another issue attributable to the customer, the customer agrees to pay or reimburse the applicable amount to the extent permitted by law.

8.CUSTOMER-SUPPLIED FILES

Customers may provide their own print-ready files.

When you submit a file, you are responsible for verifying:

• Spelling and grammar.
• Names, dates, addresses, prices, telephone numbers, and contact information.
• Translations and translated text.
• Dimensions and orientation.
• Image placement.
• Resolution and image quality.
• Fonts and font embedding.
• Bleed, margins, safe areas, and crop areas.
• Color mode and color selections.
• Page order and pagination.
• Front-and-back orientation.
• Copyright, trademark, publicity, and other permissions.
• Compliance with the product’s file requirements.

We may inspect files for common production issues, but file inspection is not a guarantee that we will identify or correct every error.

Unless you purchase a separate file-correction or design service, we are not responsible for errors contained in a file you submit and subsequently approve.

9.DESIGN, ARTWORK, AND FILE-PREPARATION SERVICES

Customers may purchase graphic design, artwork preparation, file correction, vectorization, logo digitization, embroidery digitization, layout, consultation, or related creative services from us.

Our responsibility is limited to the work specifically described in the applicable product description, quote, invoice, or written agreement.

Even when Migo creates or modifies a design, you remain responsible for carefully reviewing and approving:

• Spelling and grammar.
• Names and dates.
• Addresses and telephone numbers.
• Prices and promotional information.
• Translations.
• Images and logos.
• Colors.
• Dimensions.
• Layout.
• Product specifications.
• All other content appearing in the final proof.

Design, artwork preparation, file correction, setup, consultation, digitization, hard-copy proof, rush-service, and special-order material fees become non-refundable once the applicable work or purchasing process begins.

Unless expressly included in writing, purchasing printed products does not include ownership or delivery of editable source files, production files, working files, font files, imposition files, templates, dielines, or embroidery digitization files.

10.PROOFS AND CUSTOMER APPROVAL

A proof is a digital or physical representation of the proposed printed product.

Production begins only after we receive final proof approval from the customer.

Proof approval may be provided through the customer account, website approval system, email, text message, electronic checkbox, written message, signed document, or another method that clearly communicates approval.

Before approving a proof, you must carefully review:

• Layout.
• Spelling and grammar.
• Names, dates, prices, and contact information.
• Image placement and cropping.
• Size and orientation.
• Bleed and safe areas.
• Fold, perforation, cut, drill, score, or finishing locations.
• Front-and-back alignment and orientation.
• Translations.
• Product specifications.
• Quantities and finishing selections.

Once you approve the proof, your approval is final and the order may enter production immediately.

We are not responsible for errors that appear in an approved proof, including errors originally created by Migo but visible and reasonably identifiable in the proof you approved.

A digital or on-screen proof is intended to confirm content and layout. It is not an exact color reproduction of the final printed product.

We are not responsible for production delays caused by a customer’s failure to approve a proof, provide files, answer questions, or provide other required information.

11.PRODUCTION TURNAROUND

Production turnaround begins after:

• Full payment has been received.
• All required files and information have been received.
• The final proof has been approved.
• The order has been released into our production workflow.

For purposes of our production turnaround, production days are Monday through Saturday.

Sundays do not count as production days.

For example, if a proof is approved on Saturday after the applicable production cutoff, the next production day may be Monday.

A production day does not necessarily mean a full 24-hour period. Orders approved after a posted or communicated daily cutoff may begin counting on the next production day.

Production turnaround does not include:

• Time waiting for payment.
• Time waiting for files or information.
• Time waiting for proof approval.
• Sundays.
• Shipping or carrier transit time.
• Carrier delays.
• Unplanned business closures.
• Delays caused by events outside our reasonable control.

Unless we expressly state in writing that a completion or delivery date is guaranteed, production and delivery dates are estimates.

Rush service only affects the production portion of the order unless expedited shipping is also separately selected and paid for.

An order may be considered in production even if physical printing has not begun when we have already processed files, ordered materials, prepared artwork, completed setup, created production components, reserved machine time, or otherwise committed resources to the order.

12.SHIPPING POLICY

Shipping time is separate from production turnaround.

Shipping begins after production and finishing are completed and the order has been packaged and released to the carrier.

Shipping estimates

Carrier delivery dates and transit times are estimates unless the carrier expressly offers a guaranteed service and that service is selected and paid for.

We are not responsible for carrier delays caused by:

• Weather.
• Natural disasters.
• Transportation interruptions.
• Peak shipping volume.
• Incorrect routing by the carrier.
• Labor disruptions.
• Security inspections.
• Government action.
• Incorrect or incomplete delivery information provided by the customer.
• Other circumstances outside our reasonable control.

Shipping address

The customer is responsible for providing a complete and accurate shipping address.

You must review the shipping address before submitting the order and notify us immediately if a correction is needed.

We cannot guarantee that an address can be changed after an order has entered production or after a shipping label has been created.

The customer is responsible for additional carrier, address-correction, redelivery, return-to-sender, or reshipping charges caused by an incomplete, inaccurate, or undeliverable address provided by the customer.

Tracking

When tracking is available, tracking information will be sent to the email address associated with the order or made available through the customer’s account.

Carrier tracking information may take time to update after a shipping label is created.

Creation of a shipping label does not necessarily mean that the package has already been scanned or physically transported by the carrier.

Delivered packages

A package marked “delivered” by the carrier will generally be considered delivered to the address provided by the customer.

If tracking shows that a package was delivered but you cannot locate it, you should:

• Verify the shipping address.
• Check all entrances and delivery areas.
• Ask household members, employees, neighbors, reception areas, or building management.
• Contact the carrier.
• Notify Migo promptly.

We may assist with a carrier inquiry, but we cannot guarantee reimbursement or replacement when carrier records confirm delivery to the address supplied by the customer.

Lost or delayed packages

A package is not automatically considered lost solely because it arrives after the estimated delivery date.

The carrier may require an investigation or waiting period before declaring a shipment lost.

If a shipment appears to be lost, you must notify us promptly and cooperate with any carrier investigation.

Depending on the circumstances and the carrier’s determination, we may, at our discretion:

• Reprint the affected quantity.
• Reprint the complete order.
• Issue store credit for the affected products.

Shipping damage

Visible shipping damage must be reported within seven calendar days after delivery.

You must:

• Keep the damaged products.
• Keep the original shipping carton and packaging.
• Provide clear photographs of the products, packaging, shipping label, and damage.
• Provide other reasonable documentation requested by us or the carrier.
• Avoid discarding the shipment until the claim is resolved.

Failure to retain the product or packaging may prevent us or the carrier from approving a claim.

After reviewing the claim, we may, at our discretion:

• Reprint the affected quantity.
• Reprint the complete order.
• Issue store credit for the affected products.

Returned and undeliverable shipments

If a package is returned because of an incorrect address, refusal, failure to claim the package, inaccessible delivery location, or another condition attributable to the customer, the customer is responsible for the cost of reshipping the order.

Customized products returned to us by a carrier are not automatically eligible for a refund.

Local pickup

Orders designated for local pickup must be collected from the designated Migo Services location during available pickup hours.

The customer should inspect the package promptly after pickup and report visible shortages or damage within the claim period stated in these Terms.

13.CANCELLATIONS AND REFUNDS

You may request cancellation before the proof is approved and before the order enters production.

The printing portion of an order may be eligible for a refund when cancellation is completed before production begins.

The following charges become non-refundable once the applicable service, work, purchasing process, or preparation begins:

• Graphic design.
• Artwork preparation.
• File correction.
• Vectorization.
• Logo digitization.
• Embroidery digitization.
• Setup charges.
• Consultation services.
• Physical or hard-copy proofs.
• Rush-service charges.
• Special-order materials.
• Custom-purchased products.
• Other services already performed.

Once the final proof is approved and the order enters production, the order cannot be canceled, changed, or refunded except as expressly provided in the Reprints, Credits, and Defects section.

Because our products are customized, personalized products cannot be returned merely because the customer changes their mind, no longer needs the product, selected the wrong size or material, or dislikes an element that appeared in the approved proof.

Any approved refund will be issued through the original payment method when reasonably possible.

Processing times imposed by banks, card networks, PayPal, Stripe, or other payment providers are outside our control.

14.REPRINTS, CREDITS, AND DEFECTS

If an order contains a verified manufacturing or production defect caused by Migo, we will provide one of the following remedies at our discretion:

• Reprint the affected quantity.
• Reprint the complete order.
• Issue store credit for the affected products.

The selected remedy will depend on the nature, extent, and effect of the verified problem.

A full reprint is not automatically required when the defect affects only part of the order.

The customer must report a claimed defect, visible shortage, or production error within seven calendar days after receiving or picking up the order.

The customer must:

• Provide the order number.
• Describe the problem clearly.
• Provide clear photographs or video when requested.
• Retain the affected products.
• Retain packaging when shipping damage may be involved.
• Return samples when reasonably requested.
• Avoid using, distributing, installing, selling, or altering a substantial portion of the affected products while the claim is being reviewed.

Using, distributing, installing, selling, or altering the products may be considered acceptance of the order and may limit our ability to verify or correct the issue.

Migo will conduct a reasonable review and determine whether the order materially differs from the approved proof or order specifications because of a manufacturing or production error.

15.CONDITIONS THAT DO NOT AUTOMATICALLY QUALIFY AS DEFECTS

The following conditions do not automatically qualify as manufacturing defects:

• Spelling, grammar, pricing, date, address, telephone number, translation, layout, or content errors visible in an approved proof.
• Errors contained in customer-supplied files.
• Low-resolution, pixelated, blurry, compressed, distorted, or otherwise poor-quality images supplied or approved by the customer.
• Missing, substituted, outlined, or incorrectly embedded fonts in a submitted file.
• Differences between colors displayed on a monitor and the final printed product.
• Reasonable CMYK color variation.
• Changes caused by converting RGB, HEX, or Pantone colors to CMYK.
• Reasonable color differences between separate production runs or reorders.
• Reasonable variations in paper shade, brightness, thickness, coating, texture, grain, finish, or material batch.
• Minor variation caused by gloss, matte, UV, lamination, coating, or other finishing processes.
• Slight cutting, trimming, folding, scoring, perforation, drilling, registration, or image-position variation within normal commercial printing tolerances.
• Minor cracking, whitening, or fiber exposure along folds or scores when caused by the characteristics of heavy paper, toner, ink, coating, or laminate.
• Customer selection of an incorrect size, material, stock, finish, quantity, orientation, coating, shipping method, or product type.
• Content positioned outside the safe area or too close to cut, trim, fold, score, perforation, or drill lines.
• Content extending incorrectly into or outside the bleed area.
• Changes requested after proof approval or after production begins.
• Damage caused after delivery by misuse, improper installation, improper storage, heat, cold, sunlight, moisture, chemicals, abrasion, washing, handling, or normal wear.
• Carrier delay that does not physically damage the product.
• A slight overage in quantity provided at no additional charge.
• Variations that do not materially affect the product’s intended use.

Nothing in this section eliminates any rights that cannot legally be waived.

16.ORDER QUANTITY

Migo will provide at least the quantity stated in the accepted order.

We do not intentionally deliver fewer pieces than the quantity purchased.

Because of our production process, the customer may occasionally receive a small number of additional pieces at no additional charge.

Any additional pieces are complimentary and do not increase the order price.

If a verified shortage occurs, you must report it within seven calendar days after delivery or pickup. We will produce the missing quantity or provide another appropriate remedy under the Reprints, Credits, and Defects section.

17.COLOR ACCURACY

We use a standard CMYK printing workflow.

We reproduce colors in approved print files as closely as reasonably possible within the capabilities of our equipment, inks, toners, materials, coatings, and production process.

Exact color matching is not guaranteed unless we expressly agree in writing to a specific color-matching service.

Colors may differ from:

• A computer monitor.
• A telephone or tablet screen.
• A home or office printer.
• A previous printing run.
• A product printed by another company.
• RGB, HEX, or Pantone colors converted to CMYK.
• A digital or on-screen proof.

Screen brightness, calibration, display technology, ambient lighting, coatings, paper shade, material texture, and finishing methods can affect perceived color.

Approval of an on-screen proof confirms layout and content, not exact color.

18.CUSTOMER CONTENT AND INTELLECTUAL PROPERTY RIGHTS

You represent and warrant that you own, license, or otherwise have the legal right to use and reproduce all text, photographs, illustrations, logos, trademarks, artwork, designs, names, likenesses, and other content you submit.

You are responsible for obtaining all necessary:

• Copyright permissions.
• Trademark permissions.
• Model releases.
• Photographer permissions.
• Licensing rights.
• Publicity rights.
• Governmental authorizations.
• Other required approvals.

You grant Migo a limited, non-exclusive license to access, reproduce, modify as instructed, process, print, manufacture, and otherwise use your submitted content solely as reasonably necessary to prepare, produce, complete, document, and deliver your order.

You retain ownership of the original content you provide.

We recommend maintaining your own backup copies. We do not guarantee that customer files, proofs, artwork, or order materials will remain available after the order is completed.

19.OWNERSHIP OF MIGO MATERIALS AND DESIGN FILES

Migo retains ownership of its pre-existing and reusable materials, including:

• Templates.
• Production methods.
• Website content.
• Software.
• Tools.
• Dielines.
• Imposition files.
• Setup files.
• Working files.
• Internal production files.
• Reusable graphics.
• Licensed resources.
• Processes and know-how.
• Other proprietary materials.

Ownership or delivery of custom final artwork, editable source files, vector files, logo files, embroidery files, or production files will be determined by the applicable quote, invoice, product description, or written agreement.

Unless expressly included in writing, payment for a printed product or design service does not automatically include ownership or delivery of editable working or production files.

Fonts, stock photographs, templates, graphics, icons, and other licensed materials remain subject to their original license terms and may not be transferred to the customer.

20.PROHIBITED CONTENT AND ACTIVITIES

You may not submit, upload, request, or use the Site to produce content that:

• Violates applicable law.
• Infringes copyright, trademark, privacy, publicity, or other rights.
• Is fraudulent, deceptive, defamatory, threatening, or unlawfully discriminatory.
• Contains unlawful obscene or exploitative material.
• Is intended to impersonate another person or business unlawfully.
• Creates counterfeit identification, credentials, licenses, permits, currency, checks, certificates, government documents, or official records.
• Facilitates fraud, identity theft, forgery, or another unlawful activity.
• Contains malware, malicious code, or tools intended to compromise the Site.

You may not:

• Attempt to bypass Site security.
• Interfere with Site operation.
• Access accounts or systems without authorization.
• Scrape or extract Site content through unauthorized automated methods.
• Submit fraudulent payments or chargebacks.

We may reject or cancel any order that we reasonably believe may violate law, these Terms, or the rights of another party.

We are not required to provide a detailed explanation when declining content that presents a legal, safety, fraud, intellectual-property, or operational concern.

21.ONLINE DESIGN TOOLS

We may provide online design tools, templates, fonts, icons, images, layouts, or other design resources.

These resources are provided on an “as available” basis.

You remain responsible for:

• Reviewing the completed design.
• Confirming that all information is correct.
• Ensuring that the design is appropriate for its intended use.
• Confirming that your use does not violate another party’s rights.

Design-tool resources may be available to other customers. We do not guarantee that a design created with templates or standard elements will be exclusive or eligible for copyright or trademark protection.

Availability of an element through a design tool does not guarantee that the element is appropriate for every commercial, trademark, or regulated use.

22.MIGO WEBSITE AND BRAND INTELLECTUAL PROPERTY

The Site and its original content, functionality, graphics, photographs, designs, page layouts, software, logos, and branding are owned by Migo Services LLC or its licensors and are protected by applicable intellectual property laws.

The Migo Services name, logos, branding, and related marks may not be copied, reproduced, modified, distributed, displayed, or used without our prior written permission.

Nothing in these Terms grants you ownership of or a license to use Migo’s trademarks, Site content, software, or proprietary materials except for the limited personal use necessary to place and manage an order.

23.THIRD-PARTY SERVICES AND LINKS

The Site may use or link to third-party services, including payment processors, shipping carriers, analytics providers, social-media platforms, embedded applications, and external websites.

We do not control and are not responsible for the independent content, availability, security, privacy practices, or performance of third-party services.

Your use of a third-party service may be governed by that provider’s own terms and privacy policy.

We are not responsible for disruptions or delays caused by a third-party platform, payment processor, carrier, hosting provider, internet service, or other external system outside our reasonable control.

24.PRIVACY

Our collection, use, storage, and disclosure of personal information are governed by our Privacy Policy.

By using the Site or placing an order, you acknowledge that you have had an opportunity to review our Privacy Policy.

Customer files may contain personal, confidential, proprietary, or sensitive information. You are responsible for removing information that is not necessary for us to complete the order and for ensuring that you have authority to provide any personal information contained in your files.

25.DISCLAIMER OF WARRANTIES

THE SITE, ONLINE DESIGN TOOLS, DIGITAL FEATURES, AND RELATED ONLINE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMITTED BY LAW, MIGO SERVICES LLC DISCLAIMS ALL WARRANTIES RELATING TO THE SITE AND ONLINE TOOLS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SITE WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE.

PRINTED PRODUCTS ARE SUBJECT TO THE EXPRESS REPRINT, CREDIT, AND DEFECT REMEDIES STATED IN THESE TERMS.

NO VERBAL STATEMENT CREATES A WARRANTY UNLESS IT IS EXPRESSLY INCLUDED IN A WRITTEN AGREEMENT, ACCEPTED QUOTE, INVOICE, OR PRODUCT WARRANTY ISSUED BY MIGO.

SOME WARRANTIES OR CONSUMER RIGHTS MAY NOT BE EXCLUDED UNDER APPLICABLE LAW. NOTHING IN THESE TERMS EXCLUDES A WARRANTY OR RIGHT THAT CANNOT LEGALLY BE WAIVED.

26.LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, MIGO SERVICES LLC AND ITS OWNERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

THIS INCLUDES LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, USE, REPUTATION, OR ANTICIPATED SAVINGS ARISING FROM:

• USE OF OR INABILITY TO USE THE SITE.
• AN ORDER OR PRODUCT.
• A PRODUCTION OR SHIPPING DELAY.
• LOSS OR CORRUPTION OF A CUSTOMER FILE.
• ERRORS CONTAINED IN AN APPROVED PROOF.
• CUSTOMER MISUSE OF A PRODUCT.
• A THIRD-PARTY SERVICE OR CARRIER.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR A CLAIM ARISING FROM AN ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO MIGO FOR THE SPECIFIC PRODUCT OR PORTION OF THE ORDER GIVING RISE TO THE CLAIM.

THE REMEDIES DESCRIBED IN THE REPRINTS, CREDITS, AND DEFECTS SECTION ARE THE CUSTOMER’S PRIMARY CONTRACTUAL REMEDIES FOR A DEFECTIVE CUSTOM PRINT ORDER.

Nothing in these Terms excludes or limits liability for:

• Fraud.
• Willful misconduct.
• Gross negligence.
• Personal injury or death for which liability cannot legally be excluded.
• A legal or consumer right that cannot be waived or limited.

27.INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Migo Services LLC and its owners, members, employees, contractors, and agents from third-party claims, liabilities, damages, judgments, costs, and reasonable attorneys’ fees arising directly from:

• Content you provide that infringes intellectual property, privacy, publicity, or other third-party rights.
• Your unlawful or fraudulent use of the Site.
• Your material breach of these Terms.
• Your violation of applicable law.
• Products we produce according to your instructions when the claim results from the content or instructions you supplied.

We will provide reasonable notice of a covered claim.

We reserve the right to control or participate in the defense and settlement of the claim. You may not agree to a settlement that admits wrongdoing by Migo, imposes an obligation on Migo, or restricts Migo’s operations without our written consent.

28.FORCE MAJEURE

Migo will not be liable for a delay or failure to perform caused by circumstances beyond our reasonable control, including:

• Severe weather.
• Natural disasters.
• Fire or flooding.
• Power, internet, or utility failures.
• Equipment breakdowns.
• Material or supply shortages.
• Supplier interruptions.
• Carrier disruptions.
• Labor disputes.
• Epidemics or pandemics.
• Cyberattacks.
• Government actions or restrictions.
• Civil unrest.
• War or terrorism.
• Other events beyond our reasonable control.

When such an event occurs, production or delivery dates may be extended for a reasonable period.

If performance becomes commercially impracticable, we may cancel the uncompleted portion of an order and provide an appropriate refund or credit for amounts paid for products or services that were not completed, after deducting completed work, non-refundable services, and specially purchased materials where permitted by law.

29.GOVERNING LAW AND VENUE

These Terms and disputes arising from them or from an order will be governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

To the fullest extent permitted by law, any lawsuit arising from these Terms or an order must be brought exclusively in:

• The appropriate state court located in Hamblen County, Tennessee; or
• The United States District Court for the Eastern District of Tennessee when federal subject-matter jurisdiction exists.

You consent to the personal jurisdiction and venue of these courts.

Nothing in this section prevents either party from pursuing a qualifying claim in a court of competent jurisdiction that is legally required to hear the claim or from using an applicable small-claims procedure.

30.WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND MIGO SERVICES LLC KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS, THE SITE, OR AN ORDER.

31.WAIVER OF CLASS AND REPRESENTATIVE ACTIONS

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND MIGO SERVICES LLC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY.

NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION ARISING FROM THESE TERMS, THE SITE, OR AN ORDER.

This section does not apply where applicable law prohibits the waiver of a class or representative proceeding.

32.TIME TO BRING A SALES-CONTRACT CLAIM

To the fullest extent permitted by applicable law, a claim for breach of a contract involving the sale of printed goods must be commenced within one year after the claim accrues.

A claim not filed within that period will be barred.

This limitation does not apply to a claim, statutory right, or limitation period that cannot legally be shortened.

33.ELECTRONIC COMMUNICATIONS AND APPROVALS

You consent to receive order confirmations, proofs, invoices, payment notices, shipping notices, policy notices, and other transactional communications electronically.

Electronic approvals, signatures, checkboxes, account actions, emails, and written electronic messages may be treated as valid records of your authorization and agreement.

You are responsible for maintaining an accurate email address and reviewing communications relating to your order.

34.ORDER DOCUMENTS AND ORDER OF PRECEDENCE

The documents governing an order may include:

• A separately signed written agreement.
• An accepted written quote.
• An invoice or order confirmation.
• The approved proof.
• The applicable product description.
• These Terms.

If the documents conflict:

• A separately signed written agreement controls over all other documents.
• An accepted quote, invoice, or order confirmation controls regarding price, quantity, material, finishing, and expressly stated production specifications.
• The approved proof controls regarding artwork, text, layout, image placement, and other visible design content.
• These Terms control matters not specifically addressed by another controlling order document.

Verbal statements or informal discussions do not modify an order unless confirmed in writing by an authorized representative of Migo.

35.ENTIRE AGREEMENT

These Terms, together with the applicable order documents and incorporated policies, constitute the complete agreement between you and Migo regarding the Site and the applicable order.

They replace prior discussions, communications, representations, or understandings concerning the same subject matter, except for a separately signed written agreement.

36.SEVERABILITY

If a court determines that any provision of these Terms is unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent legally permitted or modified to achieve its intended purpose as closely as possible.

The remaining provisions will continue in full force and effect.

37.NO WAIVER

Failure by Migo to enforce a provision of these Terms does not waive our right to enforce that provision or another provision in the future.

A waiver is effective only when it is in writing and signed by an authorized representative of Migo.

38.ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

Migo may assign these Terms or an order as part of a merger, reorganization, financing, sale of assets, transfer of ownership, or transfer to an affiliated or successor business.

39.SURVIVAL

Provisions that by their nature should continue after completion, cancellation, or termination will survive.

This includes provisions relating to:

• Payment obligations.
• Intellectual property.
• Customer representations.
• Indemnification.
• Warranty disclaimers.
• Limitations of liability.
• Disputes.
• Governing law.
• Ownership of files and materials.

40.CHANGES TO THESE TERMS

We may update these Terms by posting a revised version with a new “Last Updated” date.

Changes apply prospectively beginning on the effective date of the revised Terms.

Unless required by law or expressly accepted by the customer, a material change will not retroactively alter the terms governing an order placed before the revised Terms became effective.

Your continued use of the Site or placement of a new order after updated Terms are posted constitutes acceptance of the revised Terms.

41.LANGUAGE

These Terms are written in English.

If we provide a translation, the translation is provided for convenience. To the fullest extent permitted by law, the English version will control if there is a conflict or inconsistency between versions.

42.CONTACT US

Questions, notices, copyright concerns, or other communications regarding these Terms may be sent to:

Migo Services LLC

1056 S. Cumberland St

Morristown, TN 37813

Phone: 423-273-5704

Email: info@migoservices.com

Website: https://migoservices.com/