IMPORTANT TERMS AND CONDITIONS FOR PLACING AN ORDER WITH BCS Investment Group, LLC dba Kaleidoscope Services and/or Smartleads USA (“we,” “us,” “our” or “Company”). By placing an order, you (“You” or “Client”) agree to the following terms and conditions (“Agreement”). Please read them carefully before placing an order. 

1. STANDARD ONLINE SERVICES PROVIDED: We provide graphic design, printing materials, mailing preparation, online advertising, and marketing support services. In addition, we provide special programs as specified below. We do not guarantee or represent that we will provide a return on investment, guaranteed income, leads, orders, customers, response rates, or any desired, expected, or intended results.
2. TURNAROUND: We use commercially reasonable efforts to meet your expectations and requests, including production and shipping dates. However, quoted and published ship or mail dates are best estimates and not to be considered guarantees.
3. SCHEDULE: Production turnaround time begins after you approve your proof. For proofs approved after 12:00 pm (Eastern Time), production turnaround time will begin the next business day. Business days are considered Monday through Friday. Holidays are excluded from business days.
4. PAYMENT TERMS: All orders must be prepaid before commencing production. We reserve the right to place jobs on indefinite hold if the credit card declines or for payment pending via check. There are no net credit terms accounts unless pre-approved in writing by management and secured by credit card or deposit. You authorize us to charge any credit card or debit card previously authorized for unpaid or overdue accounts not received within payment terms (if applicable). Additionally, you authorize us to charge any credit card or debit card previously used for nonsufficient funds (NSF or returned) checks. There is a fee of $35 for any nonsufficient funds checks.
5. ALL SALES ARE FINAL: Because each print job is created custom for you, it cannot be reused or resold. ALL SALES ARE FINAL.
6. ORDER CANCELLATIONS AND REFUNDS: Credits or refunds for cancellation of orders will be discussed on a per job basis.
7. CLAIMS AND RETURNS: Claims for defects, damages, or shortages must be timely made by you in writing no later than 10 calendar days after delivery. If no such claim is made, you agree the order and performance tendered by us have been accepted. If a job is unacceptable to you due to true defects in workmanship, and all the materials shipped are returned to us for inspection and confirmation of the defects, we will reprint the job at no cost, or issue a credit for future orders. No cash refunds are offered. Please note that the FULL original order must be returned to us and inspected. No reprints or credits are offered for the following reasons (these are not considered defects):
   1. • Low resolution or low quality graphics and images as supplied by you
      • Spelling, punctuation, and grammatical errors from your approved proof
      • Damaged fonts
      • Transparency
      • Overprint
        · Color reproduction
      • Artwork files that are not created following our or USPS specifications
      • Variances in color from the conversion of Pantone or RGB colors to CMYK
      • Errors in user-selected options such as size, quantity, paper and finish
      • Duplicate orders submitted by you
      • Incorrect files uploaded by you
      • Incorrect file orientation on your provided files.
      • Cracking on folds
      • Cutting variances
      • Incorrect or undeliverable shipping address

8. SHIPPING TERMS: All shipments are FOB Shipping Point from our manufacturing location. We assume no liability for damage in shipping, missing, or otherwise delayed shipments.
9. COLOR REPRODUCTION: Because of differences in equipment manufacturers, including paper, inks, lighting, and other conditions, all print jobs utilize a “pleasing color” spectrum as determined by generally accepted printing trade practices. The color output of your print job is not guaranteed to match any other print order or previous printed copy. We are not responsible for color variations between submitted files and the final printed piece. Under no circumstances will a reprint be honored for color variations that have occurred during the printing process.
10. PROOFING PROCESS: If you select “online proof” or request a digital proof, we will send an email notice shortly after receiving it into our production department. Please take note that an online proof is not an accurate color reproduction of the final printed piece but is a final opportunity for you to check the layout, bleeds, crops, and final text. The proofing process is very important to avoid any unintended issues. Approval of the correct and final print version is your sole responsibility. We are not responsible for any copy or design errors committed on edits once approved by you.
11. COLOR PRINTER AND INKJET OR COLOR COPIES: Inkjet and laser prints will look substantially different than commercial offset printing. We offer quick turnaround and low prices by printing to a “pleasing color” standard, using standard ink densities. There is no guarantee that your finished piece will match its printed sample. This is due to the varying results from different output devices including inkjet printers, continuous tone proofing devices, and film-based proofs. Consumer printers are known to saturate colors and glossy “photo” paper will look different.
12. CONTENT: We reserve the right, in our sole discretion, to: i) refuse to provide service to you at any time and for any reason; or ii) print anything we deem improper, offensive, or known to be illegal. You guarantee that you have the legal authority to allow us to use all matter submitted to us by you, including but not limited to the necessary license and permission to use any copyrighted material, trademarks, or graphics. You are solely responsible for the content of all matter submitted to us by you. We are not liable for any damages resulting from violation of copyright laws or illegal use of trade names or slogans.
13. PUBLICITY AND MARKETING. Vendor shall not disclose, use, or refer to this Agreement, or the name, trade names, trademarks, service marks or logo of Client , in any advertising, publicity release, customer list, promotional or other published material without prior written consent of Client , which consent may be withheld at Client’s sole discretion.
14. QUOTES AND ESTIMATES: Written estimates are good for 10 days. All printing and mailings must be completed within 30 days from the quoted estimate. An estimate not accepted within 10 days may be subject to change. Prices are subject to change without notice. Quotations are based on the accuracy and completeness of the specifications and selections provided by you in writing. We reserve the right to modify a prior quotation made if, at the time of submission of the order, the art or other parameter does not conform to the information on which the original estimate was based.
15. OVERRUN/UNDERRUN: We will normally deliver the exact quantity of goods ordered plus a small additional amount. There is no extra charge for the additional amount. Should an order be delivered with less than the amount ordered, you agree that a credit issued for the value of the shorted pieces is acceptable as full satisfaction owed for the shorted items.
16. CUSTOMER FILES: It is your responsibility to maintain a copy of the original files, artwork. We are not responsible for accidental loss or damage to media supplied by you or for errors on supplied artwork furnished by you. We do not always archive your work for longer than it takes to produce the final product. DO NOT send any “one-of-kind” prints or artwork.
17. STOCK PHOTOGRAPHY LICENSE: All materials we create in producing printed materials or postcards are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. This includes typeset layouts and color scans. We may use licensed stock images for customer designs, under our corporate license. You may not re-use the material that we create for any other purpose other than the printed piece provided by us.
18. USPS DISCLAIMER: We provide design, printing service and mailing preparation services. We DO NOT provide mail delivery services. This service is provided by the United States Postal Service (“USPS”). We are not USPS and cannot guarantee the delivery schedules or exact dates of your mailings. Our services are completed when your mail is delivered to the dock of the USPS. If there is a delivery or service issue specific to USPS, we will assist you in coordinating all available resolutions with USPS directly. USPS will require specific and/or verifiable proof of error. A self-certified statement that a postcard was not received is not a verifiable error for USPS.
19. DISTRIBUTION VERIFICATION: Upon request by you within 30 days of the in-home date of your mailing, we will provide you verification that your mail was deposited with the USPS.
20. MAILING LIST QUALITY: We are not responsible for undeliverable or returned pieces on any supplied mailing list data provided by you regardless if we processed NCOA and CASS certifications.
21. PURCHASED MAILING LISTS: Mailing lists which are purchased from us will not have returns on consumer lists exceeding 8% and on business lists exceeding 15% (“Return Levels”), conditional on the mailing being sent within 30 days of the purchase of the lists. We are not liable for any returns other than those in excess of the Return Levels. Due to contractual terms with third-party mailing data providers, we are unable to refund on mailing list purchases once procured regardless if the list has been mailed or used in any capacity by you.
22. POSTAGE FEES: You should explicitly recognize that we are not the USPS and any money paid for postage is collected and paid to USPS on your behalf. These funds are not ours and are not refundable for any reason by us. To allow sufficient time for payment deposit with the USPS, when you use our permit number, we require that all checks and credit card payments for postage be in our possession 3 days before your mail date. If a postage deposit is not received, we cannot advance the postage required, and the USPS will not accept your mail.
23. POSTAGE REFUNDS: UNDER ABSOLUTELY NO CIRCUMSTANCES WILL POSTAGE BE REFUNDED FOR ANY REASON ONCE AN ORDER HAS BEEN TRANSFERRED TO THE USPS FOR MAILING.
24. STORAGE CHARGES: Material held more than 90 days after production is completed will be billed at a charge of $18 per pallet per month. 
25. POSTCARD GEOGRAPHY: We will make commercially reasonable efforts to ensure your requested geography for any postcard campaign is met, provided however, certain geographies and services may not be available for all requested mail dates. In such circumstances, we may substitute those requested geographies with available ones within a reasonable distance from the requested geography to meet your specific quantity. If the quantity changes due to these substitutions your total cost will be adjusted accordingly.
26. No WARRANTY AND DISCLAIMER OF OTHER WARRANTY: 

a. NO WARRANTIES. THE SERVICES PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

b. SPECIFIC DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (A) THE PRINTING AND MAILING SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM MISPRINTS, COLOR VARIATIONS, OR DELIVERY DELAYS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR MEET CUSTOMER’S EXPECTATIONS; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

c. MATERIAL AND PRODUCTION LIMITATIONS. THE COMPANY DOES NOT WARRANT THAT THE COLORS PRINTED WILL EXACTLY MATCH COLORS VIEWED ON CUSTOMER’S COMPUTER MONITOR OR OTHER VIEWING DEVICE. THE COMPANY DOES NOT GUARANTEE THE EXACT POSITIONING OF PRINT ON MATERIALS, MINOR VARIATIONS IN COLOR, OR MINOR IMPERFECTIONS IN MATERIALS OR PRINTING.

d. THIRD-PARTY SERVICES. THE COMPANY MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES OR PRODUCTS USED IN CONNECTION WITH THE COMPANY’S SERVICES, INCLUDING BUT NOT LIMITED TO DELIVERY CARRIERS, PAYMENT PROCESSORS, OR MATERIAL SUPPLIERS.

e. CUSTOMER RESPONSIBILITY. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR THE CONTENT OF ALL PRINTED MATERIALS AND ENSURING SUCH CONTENT COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS.

27. LIMITATIONS OF LIABILITY: Neither party shall be liable to the other party for any special, indirect, incidental, exemplary, consequential losses or other similar damages arising out of or relating to this Agreement, provided however, the foregoing limitation of liability shall not apply to claims for damages for breach of any confidentiality or privacy provisions of this Agreement.
28. INDEMNIFICATION: The Vendor represents and warrants that any and all Deliverables that the Vendor will create under this Agreement will not violate the proprietary rights of any third party. Vendor and Client each agree to indemnify, defend and hold harmless the other, and its affiliates, officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses as such losses are related to a breach by Vendor of any representation, warranty, covenant or agreement made by it hereunder or any injury or damage caused by Vendor or the Products to persons or property during the performance of its obligations hereunder.
29. Confidentiality: All materials furnished to Vendor by Client under this Agreement are the property of the Client and shall be treated as confidential (except such information and material as may be established to be available in the public domain) and shall not be disclosed to any third party without the prior written consent of a duly authorized representative of Client.
30. DATA SHARING: Client shall ensure that all electronic transmissions of data to the Vendor SFTP are authorized by the terms of this agreement and that all transmissions shall be protected from improper disclosure. In the event that such transmission travel across lines of communication where both ends are not under the control of the Client, Client agrees to use appropriate authentication and encryption systems to protect all Client data from improper disclosures. Vendor shall establish appropriate administrative, technical, and physical safeguards to protect the confidentiality of and to prevent unauthorized use or access to the data specified in this agreement. Vendor shall receive and have access to specified data from the Client that can be used or disclosed only in accordance with this agreement; vendor shall also adhere to all relevant state and federal laws.
31. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. Any dispute arising from or related to this Agreement shall be brought solely in the State or Federal Courts located in Pinellas County, Florida, and the Parties hereby submit to exclusive jurisdiction and venue of such Courts. 
32. SEVERABILITY: In the event that any provision of this Agreement is declared invalid, unenforceable, or void by under applicable law, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable laws. It is the expressed intention of the parties that all other provisions not declared invalid, unenforceable, or void shall remain in full force and effect.
33. FORCE MAJEURE: Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
34. AGREEMENT CHANGES: The Parties agree that this Agreement may be changed, modified, adding or removing portions of this Agreement at any time, and any changes will become effective immediately upon being posted.