Please read these Terms & Conditions carefully. When you access, browse and/or use this website (including the ordering of products via this website or directly with GINGALLEY LLC) you are agreeing to be bound by all of the Terms & Conditions stated below and all applicable laws.
Note: As more fully explained below, we reserve the right to change, modify, or amend these Terms & Conditions without prior notice. your continued use of this website and/or our services is deemed to be your agreement to be bound by any such modifications, alterations, or updates.
GINGALLEY LLC (Seller, GINGALLEY, We, Us) present additional Policies and Terms & Conditions that are also referenced, such as the following:
Promotional Merchandise – Client Agreement 
GINGALLEY LLC may from time to time elect, in our sole discretion, to notify you of changes to its Terms and/or Policies via means such as email (in addition to posting the changes to this Website). The fact that on one or more occasions GINGALLEY has elected to notify you via such methods does not constitute an agreement of any kind by GINGALLEY that we will do so in the future; the posting of modifications, changes and/or amendments to this Website remains effective notice of such modifications, changes and/or amendments.
ELECTRONIC COMMUNICATION
You (Customer, Client, Buyer) agree that the use of our services constitutes your agreement and consent that we may communicate with you electronically for all purposes. This includes all legal and notice requirements. Such electronic communications may take the form of postings to this Website and/or emails forwarded to the email address you provide when you begin work with us.
This electronic document, together with any other electronic documents, policies and guidelines incorporated herein, as well as any email communication with you, will be deemed for all purposes to be a “writing” or “in writing”, and shall comply with all statutory, contractual, and other legal requirements. All such electronic documents shall be legally enforceable as a signed writing. They shall be deemed an “original” when printed from electronic records that have been established and maintained in the ordinary course of business. These electronic documents shall be admissible in judicial, arbitration, mediation, or administrative proceedings to the same extent as other records in written form that are similarly established and maintained in the ordinary course of business.
WEB
WEB DESIGN PRICE, PAYMENTS, FEES, & TAX
A. Unless otherwise agreed in writing, all prices and charges stated are in U.S. dollars, FOB origin, and remain valid for thirty (30) days from the date of any quotation. If the project completion date is postponed by the Buyer, the Seller reserves the right to adjust the price of undelivered or incomplete services to the Seller’s current pricing at the time of completion or delivery. Any applicable sales or use tax will be additional to the quoted prices and is the responsibility of the Buyer.
B. At the outset of the Website Design Process, a 50% deposit is required to initiate the Project. The project timeline depends on timely communication and content submission from the Client. The initial deposit is non-refundable for Projects that have been underway for more than 30 days due to insufficient client feedback or failure to provide required input.
C. If mutually agreed in advance, a deposit may be delayed for up to 15 days from the invoice date (including weekends as working days). This agreement must be in writing before the project commences.
D. In case a Buyer submits payment via a check that subsequently becomes invalid due to Buyer error or insufficient funds, a fee of forty dollars ($40) will be added to the Buyer’s outstanding balance.
E. A service charge of .005% per day will be applied to any portion of the Buyer’s overdue balance for completed web design projects. In the event of legal action taken by the Seller, the Buyer shall be responsible for the Seller’s reasonable attorney fees and other associated costs.
F. Accounts that are past due by more than thirty (30) days will result in halting any ongoing web design projects. The Buyer’s website will be taken offline, and media files will be removed.
G. In the rare event of an account becoming delinquent, resulting in the website and media files being taken offline, the Buyer may pay a reactivation fee of $150.00 to have their website restored online. This applies solely to websites and excludes those that have been offline for three months or longer.
H. GINGALLEY LLC reserves the right to change billing prices as necessary to meet market fluctuations. Projects already in process would not be affected, however subsequent quotations will show any changes that may have occurred.
I. Each Client’s (Buyer’s) Project(s) are unique and require individual attention. GINGALLEY LLC will design a customized plan of action for each Client and provide feedback and support throughout each Project. Learn more about our Web Design & Development Process here.
J. Domain Name Registration is non-refundable and the Terms & Conditions of the Registration Service shall be also binding to the Buyer.
K. Domain Names that are unpaid and/or not renewed or are allowed to expire prior to our receipt of payment – there is the possibility that the Domain may become unavailable. We are not responsible for Domain Name Registrations for which Clients do not remit payment in time.
WEB DESIGN PRODUCTION TURN TIME & DELIVERY
A. Project completion and/or performance dates specified or otherwise communicated to Buyer are approximate only and are based on conditions at the time Seller accepts Buyer’s Firm Request or Purchase Order. Lead-time is based upon Seller’s backlog and capacity at the time of quotation. The delivery lead-time may require adjustments due to changes in the Client’s schedule, delays in the receipt of Customer Supplied Content, and national holidays.
B. The completion of the project relies heavily upon the timeliness of response from the Buyer/Client regarding the supply of information, approvals, and answers to questions. The initial Deposit is non-refundable for Projects that have been in process for over 30 days as due to lack of necessary client feedback or failure to supply required input.
WEB DESIGN CHANGES & CANCELLATIONS
A. Firm Requests (including via email) and Purchase Orders accepted by Seller are not subject to change or cancellation by the Buyer after Project work is in progress, except with Seller’s written consent and upon payment of an appropriate charge to cover the cost of time spent or other loss incurred by Seller. Unless otherwise agreed in writing, such charge shall not be less than seventy five percent (75%) of the price of the services and/or goods subject to the change or cancellation.
B. Shall a Buyer/Client wish to cancel a Project, such as a Website, GINGALLEY LLC will provide Buyer with means to transfer ownership of Domain Registration and website files as required. Sufficient time must be allowed in order to complete the transfer process and charges will be calculated and adjusted in accordance with the last billing cycle for maintenance fees, Hosting, and SEO programs that may be in process. Additional fees will added based on the amount of time it takes to transfer materials from Seller to Buyer.
C. Only the Buyer/Client and/or their appointed staff or authorized agent who is part of their business directly shall be granted login access to specific areas of a website. For example, the Buyer/Client may be granted access to the blog or article area in order to post their own news or stories. Some appointed staff may be granted login access to protected areas of the website in order to store or retrieve certain documentation or records. All expected login areas shall be discussed during the project consultation and quotation stage. GINGALLEY does not allow login access to the Buyer’s/Client’s website to others without written consent from the Buyer/Client. Third-parties such as unrelated competitor website developers or marketing companies will not be granted access. Buyer’s/Client’s requesting that another competing company or their representatives have access must complete the Cancellation Of Service process – ending their business with GINGALLEY.
D. In the event that a client shall choose to utilize the services of a web designer, registrar, or hosting provider that is not affiliated with GINGALLEY LLC, the client assumes all responsibility and liability for any errors, issues, or downtime caused by such. GINGALLEY offers no representations or warranties for unapproved third-party services chosen by the client separately from the services we offer.
WEB DESIGN WARRANTY
A. Seller warrants that on the date of completion of Projects by the Seller, they shall be free from defects in workmanship under normal use and service.
B. No warranty extended by Seller shall apply to: services, data, designs, or goods that have been modified or altered by persons other than Seller or electronic products (programs, plugins, widgets, designs) by a third party. Third party warranties will be honored as applicable.
C. Seller’s exclusive obligation under warranty is, at Seller’s option, to repair or replace the defective product(s) or to refund to Buyer the purchase price paid for the defective product(s). Seller shall not reimburse or make any allowance to Buyer for any additional charges incurred by Buyer for replacement or repair of any items (tangible or non-tangible) unless such charges are authorized in advance by Seller.
D. The warranty is made on the condition that Buyer gives Seller immediate written notice of any defect (in no event later than 3 days from date of Project completion or delivery of goods), that the Buyer gives Seller access to the Buyer’s relevant records and data, and that Seller’s inspection reveals that Buyer’s claim is valid under the terms of the warranty.
F. No debit memos will be accepted or processed unless the situation and/or services have been investigated and evaluated by GINGALLEY LLC.
G. With respect to third party goods, Seller’s only warranty to Buyer is that such goods are free of any rightful claims of their manufacturer and/or developer. To the extent any warranties extended to Seller by their manufacturer are transferable; Seller shall transfer such warranties to Buyer.
H. GINGALLEY may make periodic recommendations and/or quotations in regards to updates, changes, or redesign of the Buyer’s/Client’s website to ensure its relevance and performance online – as technology and internet requirements constantly change and evolve.
SELLER MAKES NO WARRANTY OTHER THAN THE WARRANTY SET FORTH HEREIN AND, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABLITIY OR FITNESS FOR A PARTICULAR PURPOSE.
DOMAIN NAME REGISTRATION
A. Registrar is just another name to describe a company that sells website domain names. All domain registrations, renewals, and subsequent maintenance will be handled through an accredited registrar.
B. Upon request for a Domain Name, we will seek to verify to see if the domain is available with the desired Top Level Domain (TLD). The domain name should act as an unique identifier of a brand or business.
C. Your Domain Name Registration request will not be processed unless we receive payment of the fee covering the duration of time in which the domain name shall be registered.
D. If your/Buyer’s/Client’s desired domain name is usable and available, we will gather the pertinent information necessary to secure its ownership. We give ownership of each domain name to the respective purchaser (client Registrant). The company owner or trusted employee delegate can also be defined as the Registrant. GINGALLEY LLC will become the billing, and technical contact. This guarantees that the client will always know the status of their domain with us – it ensures that the domain registration does not lapse and that security safeguards are in always place. The registrar we use has been Accredited by the Internet Corporation for Assigned Names and Numbers (ICANN).
E. We will carefully maintain the correct length of registration, client contact information, and other details for the publication of this information to the Whois database made available to the public.
F. Automatic Renewal Policy: We will automatically renew your domain name registration prior to its expiration to ensure continued ownership and service. If you do not wish to renew your domain, you must provide written notice requesting the release of the domain prior to the renewal date. Without this written notification, the domain will be renewed automatically, and you will be responsible for the associated renewal fees.
DOMAIN NAME REGISTRATION POLICY
This Domain Name Registration Policy outlines the terms and conditions governing the registration of domain names by clients through our services. It is essential to understand and agree to these terms before initiating the domain registration process.
A. CLIENT OWNERSHIP – Upon successful registration, the client is recognized as the legal owner of the registered domain. The client maintains full control and ownership rights over the domain for the duration of the registration period.
B. REGISTRATION PROCESS – Our services facilitate the registration process, and upon completion, the client is provided with the necessary confirmation and ownership documentation.
C. CONTACT INFORMATION – Clients must provide accurate and up-to-date contact information during the registration process. This information is associated with the domain registration and is accessible through public WHOIS databases.
D. DURATION OF REGISTRATION – Domain registration periods are available in yearly increments, with the option to register for multiple years at once. It is the client’s responsibility to convey how many years GINGALLEY LLC should register your domain(s). For optimal management of web projects, GINGALLEY LLC recommends considering longer registration periods. Registering domains for extended periods ensures uninterrupted ownership and can positively impact Search Engine Optimization (SEO) efforts.
E. DOMAIN PRIVACY PROTECTION – We register all Client domains with domain privacy protection (WHOIS privacy) to shield personal contact information from public view during the registration process.
F. RENEWAL AND EXPIRY – GINGALLEY LLC will closely monitor the expiration date of all domain registrations in our system. Renewal reminders and invoices will be sent in advance to ensure timely renewal to prevent domain expiration and potential loss. In most cases, we will set your domain name to renew automatically unless discussed otherwise or conveyed in writing.
G. TRANSFER OF OWNERSHIP – Clients have the right to transfer ownership of the registered domain to another party. The transfer process must adhere to the GINGALLEY TRANSFER OF REGISTERED DOMAIN NAME TERMS & INFORMATION and to the policies and procedures outlined by the domain registrar and relevant governing bodies.
H. COMPLIANCE WITH LAWS – Clients must comply with all applicable laws and regulations related to domain registration. Any violation of legal standards may result in the suspension or cancellation of the domain registration. GINGALLEY LLC will not be held responsible for any violations of the law and regulations set forth by the domain registrar and relevant governing bodies.
I. DISPUTE RESOLUTION – In the event of disputes regarding domain ownership, the client agrees to abide by the dispute resolution mechanisms provided by the domain registrar or relevant authorities.
J. TERMINATION OF SERVICES – Termination of other services, such as web hosting or email, does not automatically or instantly result in the termination of domain registration. If GINGALLEY LLC or Client wishes to terminate services for whatever reason, a domain name transfer will be initiated during the termination of services process.
K. AMENDMENTS TO POLICY – This policy is subject to periodic review and may be amended or updated at our discretion. Clients will be notified of any significant changes to this policy.
By initiating the domain registration process through our services, clients acknowledge and agree to comply with the terms outlined in this Domain Name Registration Policy. Failure to adhere to these terms may result in the suspension or termination of domain registration services.
DOMAIN NAME MANAGEMENT POLICY
Domain name registration and management services are in place to guarantee the control and security of your domain. To ensure this, it is essential for us to have direct access to your domain. We will handle the registration and manage the registrar account directly under our systems on your behalf. The advantages of this process are outlined below.
A. EFFICIENT DOMAIN NAME MANAGEMENT – Direct access enables GINGALLEY LLC to efficiently manage clients’ domain name(s) in one centralized location, reducing the need for multiple interfaces, third-party platforms, or other third-party party management.
B. TIMELY TROUBLESHOOTING – Immediate access allows GINGALLEY LLC to quickly troubleshoot and address any domain-related issues, minimizing downtime and ensuring a smooth online experience for clients and their users.
C. ENHANCED CONTROL – Direct access provides the agency with greater control over domain settings, records, DNS configurations, and other vital parameters, allowing for more flexibility and customization to meet specific requirements.
D. STREAMLINED DEPLOYMENT – Faster domain registration and configuration enable the agency to expedite the deployment of client websites, meeting project timelines and ensuring a prompt online presence for clients.
E. IMPROVED SECURITY MEASURES – GINGALLEY LLC can implement and manage robust security measures directly, safeguarding clients’ domain names against unauthorized access, domain hijacking, and other security threats.
F. EFFORTLESS UPDATES – Direct management ensures that GINGALLEY LLC can promptly update domain information, keeping details accurate and synchronized with the latest client preferences or business changes.
G. CLIENT-FOCUSED SERVICE – Offering direct domain management services demonstrates our commitment to providing comprehensive solutions to clients, creating a seamless and integrated experience for them.
H. SIMPLIFIED TRANSFERS AND RENEWALS – Managing domain transfers and renewals directly allows GINGALLEY LLC to handle administrative tasks efficiently, preventing potential disruptions in service and maintaining a consistent online presence for clients.
I. UNIFIED BILLING PROCESS – Direct access facilitates a consolidated billing process, making it easier for GINGALLEY LLC to track domain-related expenses and providing clients with a transparent overview of their financial commitments.
J. CUSTOMIZED INTEGRATION – With direct access, GINGALLEY LLC can seamlessly integrate domain management into its workflow, customizing the user experience and ensuring that domain-related tasks align seamlessly with other web design and development processes.
Having direct access to the domain name registrar not only streamlines GINGALLEY LLC’s operations but also enhances its ability to provide a high level of service, security, and customization to clients throughout the entire web design and maintenance process.
PRIVATE DOMAIN NAME REGISTRATION
For a Private Domain Name Registration, setting must by applied in order to have your Whois information set as private from public view.
A. THE BENEFITS OF PRIVATE REGISTRATION INCLUDE:
1. Provides protection from spam and other unsolicited communications
2. Further protects your personal information from identity thieves and stalkers
3. Filters out unsolicited email and mail and forwards important communications
B. AS AN AUTHORIZED DOMAIN REGISTRATION RESELLER, GINGALLEY LLC WILL:
1. Validate that all email addresses are in the proper format according to RFC 5322 (or its successors)
2. Validate that telephone numbers are in the proper format according to the ITU-T E.164 notation for international telephone numbers (or its equivalents or successors)
3. Validate that postal addresses are in a proper format for the applicable country or territory as defined in UPU Postal addressing format templates, the S42 address templates (as they may be updated) or other standard formats
C. ICANN REQUESTS THAT REGISTRARS VERIFY THE REGISTRANT EMAIL ADDRESS ASSOCIATED WITH GENERIC TOP LEVEL DOMAIN (GTLD) NEW DOMAIN NAME REGISTRATIONS. THUS, WE HAVE OUTLINED OUR PROCESS BELOW FOR ADDRESSING THIS VERIFICATION MANDATE:
1. All gTLD new registrations processed through GINGALLEY LLC will be subject to email verification. Specifically, we will be focused on verifying the Registrant’s email address.
2. When a new domain registration is input, the Registrant will receive an email from GINGALLEY LLC to inform them that they must verify their email address within 15 calendar days of the registration.
3. Once the recipient (Registrant) clicks the link within the email, then GINGALLEY LLC will consider the Registrant to be verified.
4. If the Registrant does not verify themselves within the 15 calendar day window, the DNS for the domain name in question will become locked. We will send additional instructions regarding how the domain may be verified – and once the verification process is completed the DNS can be returned to the previous settings and back online.
D. ICANN HAS MANDATED THAT REGISTRARS ALSO UTILIZE A VERIFICATION PROCESS WHEN A DOMAIN NAME REGISTRANT EDITS THEIR CONTACT INFORMATION:
1. GINGALLEY LLC will also utilize the verification procedure if an edit is made to the following Registrant fields – for those clients to whom we may have provided direct access to the registration:
a. First Name
b. Last Name
c. Company (if applicable)
d. Street Address
e. City/State/Country
f. Zip Code
g. Email Address
h. Telephone Number
2. When an edit is input, the Registrant will receive an email stating that we recognize they have modified their Registrant contact information and we are requesting they verify themselves by clicking on the CONFIRMED button in the email.
3. Once the recipient (Registrant) clicks on the CONFIRMED button in the email within 15 calendar days, we will accept the Contact as verified. The Registrant is then considered “verified”.
Further details can be found on ICANN’s web site here: http://www.icann.org/resources/pages/educational-2012-02-25-en
DOMAIN NAME REGISTRANTS’ RIGHTS
A. Your Domain Name Registration and any privacy/proxy services you may use in conjunction with it must be subject to a Registration Agreement with an ICANN Accredited Registrar.
B. You are entitled to review this Registration Agreement at any time, and download a copy for your records.
C. You are entitled to accurate and accessible information about:
1. The identity of your ICANN Accredited Registrar
2. The identity of any proxy or privacy service provider affiliated with your Registrar
3. Your Registrar’s Terms & Conditions, including pricing information, applicable to Domain Name Registrations
4. The Terms & Conditions, including pricing information, applicable to any privacy services offered by your Registrar
5. The customer support services offered by your Registrar and the privacy services provider, and how to access them
6. How to raise concerns and resolve disputes with your Registrar and any privacy services offered by them
D. Instructions that explain your Registrar’s processes for registering, managing, transferring, renewing, and restoring your Domain Name Registrations, including through any proxy or privacy services made available by your Registrar.
E. You shall not be subject to false advertising or deceptive practices by your Registrar or though any proxy or privacy services made available by your Registrar. This includes deceptive notices, hidden fees, and any practices that are illegal under the consumer protection law of your residence.
DOMAIN NAME REGISTRANTS’ RESPONSIBILITIES
A. You must comply with the Terms & Conditions posted by your Registrar, including applicable policies from your Registrar, the Registry, and ICANN
B. You must review your Registrar’s current Registration Agreement, along with any updates
C. You will assume sole responsibility for the registration and the use of your domain name
D. You must provide accurate information for publication in directories such as Whois, and promptly update this to reflect any changes
E. You must respond to inquiries from your Registrar within fifteen (15) days, and keep your Registrar account data current
F. If you choose to have your Domain Name Registration renew automatically, you must also keep your payment information current
Further details can be found on ICANN’s web site here: http://www.icann.org/en/resources/registrars/Registrant-rights/benefits
GINGALLEY TRANSFER OF REGISTERED DOMAIN NAME TERMS & INFORMATION
This Transfer of Registrar Agreement (hereinafter referred to as the “Transfer Agreement”) as amended by GINGALLEY LLC (GINGALLEY), successors and assigns, along with our Standard Terms and Conditions Agreement, and any other additional rules or policies that are or may be published by GINGALLEY from time to time and which are incorporated herein by reference (collectively referred to herein as the “agreement”), sets forth the Terms & Conditions under which you, as a domain name Registrant, may transfer your Domain Name Registration to us.
In transferring a domain name in accordance with this agreement, you acknowledge and agree that you have carefully read and agree to the Standard Terms and Conditions of the agreement and all other applicable GINGALLEY LLC agreements, rules and policies.
Please note that this Agreement will become effective when accepted by GINGALLEY LLC. We may elect to accept or reject your application for any reason at our sole discretion. If your transfer request is accepted, and your Domain Name Registration is transferred to us, the agreement and all related terms, conditions, agreements, rules and policies will apply to your Domain Name Registration.
A. TERMS OF TRANSFER – When you transfer your Domain Name Registration to us you will be required to extend your existing registration for one (1) year from the date your existing registration is set to expire, provided that the total unexpired term of a registration does not exceed ten (10) years. This additional year applies regardless of the period remaining on your current registration. Once the transfer has been authorized and processed – GINGALLEY LLC, via a reseller arrangement with our Registrar – will enable the Registrar to become the Registrar of record.
B. INITIATION OF TRANSFER – Only the authoritative holder of the Domain Name Registration may initiate a request to transfer that Domain Name Registration from another registrar. You hereby represent that you have the full and complete authority as the holder of the Domain Name Registration to initiate this transfer. We may require you to provide documentation that proves that you are the authoritative domain name holder and that you have initiated this transfer request.
C. REVIEW OF TRANSFER – In addition to its other rights and remedies set forth in the agreement, the request to transfer a Domain Name Registration from one registrar to another may be denied, in our sole discretion, during the first sixty (60) days after initial registration of the domain name with the original registrar, in accordance with circumstances described in the Standard Terms and Conditions, if there is a pending bankruptcy of the domain name holder, if there is a dispute over the identity of the domain name holder, by operation of law, or at the discretion of the then current registrar.
D. FEES OF TRANSFER – As consideration for the transfer of the domain name registered in your name to us, you agree to pay GINGALLEY LLC, upon submission of your registrar transfer application, the then-current fees set forth in the quotation for such services. GINGALLEY LLC reserves the right to change fees, for any reason, at our sole discretion and further in accordance with our Standard Terms and Conditions. Your registrar transfer request will not be processed unless we receive payment of the transfer fee.
ADDITIONAL DOMAIN NAME REGISTRATION LIMITATIONS OF LIABILITY
IN ADDITION TO THE OTHER LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT, YOU FURTHER AGREE THAT GINGALLEY LLC AND/OR REGISTRAR WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY SUSPENSION, LOSS, OR MODIFICATION OF YOUR DOMAIN NAME REGISTRATION, INTERRUPTION OF BUSINESS, ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITES ACCESSED BY THE DOMAIN NAME REGISTERED IN YOUR NAME, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, EVENTS BEYOND GINGALLEY LLC AND/OR REGISTRAR’S REASONABLE CONTROL, OR THE PROCESSING OF THE TRANSFER OF THE DOMAIN NAME REGISTERED IN YOUR NAME TO REGISTRAR. WE ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS ($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
INDEMNIFICATION OF GINGALLEY AND/OR REGISTRAR
You agree to defend, indemnify and hold harmless GINGALLEY LLC and/or Registrar for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand related to breach of your representations and warranties hereunder or the transfer of the domain name registered in your name. This indemnification is in addition to any indemnification required under the Standard Terms and Conditions.
DOMAIN NAME REPRESENTATIONS & WARRANTIES
In addition to the other representations and warranties that you make in accordance with the agreement, you further represent and warrant that all information provided by you in connection with the transfer of the domain name you are seeking to transfer is accurate and current.
YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSFER OF THE DOMAIN NAME YOU ARE SEEKING TO TRANSFER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
TRANSFER OF REGISTERED DOMAIN NAME AWAY FROM GINGALLEY
Upon written notification from a client Registrant that they wish to transfer their domain name to another registrar – within 3 business days of notice, GINGALLEY will will send an Authorization Code to the email address associated with the account.
TERMS REGARDING THE USE OF OTHER REGISTRARS OR HOSTING SERVICE PROVIDERS
A. GINGALLEY LLC does not – and will not – use, nor support the use of, GoDaddy.
B. GINGALLEY LLC shall be free from any responsibility or warranty of terms set by any third party. registrar/registry or hosting service that a client may choose separately from the services we offer for domain name registration or hosting.
C. In the event that a client shall choose to utilize the services of a registrar or hosting provider that is not affiliated with GINGALLEY LLC, the client assumes all responsibility and liability for any errors, issues, or downtime caused by such. GINGALLEY LLC offers no representations or warranties for un-approved third-party services chosen by the client separately from the services we offer.
D. While we will work on an individual and pre-approved basis with clients, who for whatever reason, have their domain name or web hosting with an outside service – we will not be responsible for renewals, monitoring, or maintenance of the client’s domain name and/or web hosting account or server configurations.
E. GINGALLEY LLC shall have no responsibility over the client’s private accounts, account settings, third-party Terms & Conditions, or any issues that may arise with the unaffiliated third-party services that are beyond our immediate control such as: domain or hosting lock-outs, email routing, FTP connectivity, and DNS settings.
F. We offer support for the paid version of Google Workspace and adhere to Google’s Privacy and Terms: https://policies.google.com/terms and expect that you do the same.
G. We do not offer support in regards to other third-party email service providers such as AOL, Hotmail, Yahoo!, iCloud, etc..
H. We are not responsible for lost, deleted, or undelivered mail to or from your email account and we are not responsible for emails that you missed because they were filtered as spam. Please check your spam folder regularly for messages that may be important to you and make the appropriate adjustments to your filters/rules.
I. We do not keep back-ups of your email. Should we need to access your email for configuring or testing, we will need your login credentials. This information will be held in the strictest of confidence and will not be shared. We also promise that we will not read any of your messages unless it pertains to an important issue you brought to our attention, that is our promise to you.
J. We take a zero tolerance stance against the sending of unsolicited email and other forms of spam. Should any bulk email message sent by you alone be considered spam, you could fall subject to the CAN-SPAM Act. As such, before you send out any bulk email, it’s imperative to familiarize yourself with the laws to avoid having your email or domain blacklisted, or fined. The law carries penalties of up to $42,530 per message! Any mailing list MUST comply with all guidelines set forth by the United States government. These can be found at: https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-316
POLICY FOR WEBSITE HOSTING ACCOUNTS
A. Solely for purposes of providing the Services, you hereby grant to GINGALLEY LLC (Seller) a non-exclusive, royalty-free, worldwide right and license to:
1. Use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content.
2. Make archival or back-up copies of User Content and User Websites. Except for the rights expressly granted herein, GINGALLEY LLC only acquires rights, title, or interest in the User Content as created on behalf of the Buyer as per the terms related to design and content stated herein.
B. GINGALLEY LLC exercises no control over, and accepts no responsibility for, User Content supplied directly by the Buyer/Client or the content of any information passing through GINGALLEY’s computers, network hubs and points of presence or the Internet. Buyer acknowledges and agrees that GINGALLEY LLC may, but is not obligated to, immediately take any corrective action in Seller’s sole discretion, including without limitation removal of all or a portion of the User Content or User Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that GINGALLEY LLC shall have no liability due to any corrective action that GINGALLEY LLC may have to take.
C. Prohibited (Persons, Countries, Entities, Individuals) The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you are located in a Sanctioned Country or are listed as an SDN, you are prohibited from registering or signing up with, subscribing to, or using the Services. Unless otherwise provided with explicit permission, GINGALLEY LLC does not register for – and prohibits the use of any of our Services in connection with – any Country-Code Top Level Domain Name (“ccTLD”) for any Sanctioned Country.
D. The Services, including all related equipment, networks, and network devices are provided only for authorized customer use. Seller may, but is not obligated to monitor our systems, including without limitation to: ensure that use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. By using the Services, you consent to monitoring for these purposes.
E. Any account which causes us to receive an abuse report may be terminated and/or have access to services suspended. If you do not remove malicious content from your account after being notified by GINGALLEY LLC (Seller) of an issue, Seller reserves the right to leave access to services disabled. Seller also reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law, or for technical or other reasons without notice.
HOSTING PAYMENTS & RESPONSIBILITIES
A. PREPAYMENT – It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.
B. AUTORENEWAL – Unless otherwise provided, you agree that until and unless you notify GINGALLEY LLC of your desire to cancel the Services, you will be billed on an automatically recurring basis to prevent any disruption to your Services.
C. LATE PAYMENTS – All invoices must be paid within fifteen (15) days of the invoice due date. Any invoice that is outstanding for more than fifteen (15) days may result in the suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, GINGALLEY may suspend or terminate your account and pursue the collection costs incurred by GINGALLEY – including without limitation – any arbitration and legal fees, and reasonable attorneys’ fees. GINGALLEY will not activate new orders or activate new packages for customers who have an outstanding balance on their account. Dedicated servers are subject to being reclaimed and all content deleted if you fail to make a timely payment. If you make a late payment we do not automatically reactivate the dedicated servers. Contact GINGALLEY LLC directly after you make a late payment to reactivate the dedicated server.
D. INVOICE DISPUTE – You have thirty (30) days to dispute any charge or payment processed by GINGALLEY LLC. If you have any questions concerning a charge on your account, please reach out to us for assistance.
E. NON-REFUNDABLE SERVICES – There are no refunds on dedicated servers, administrative fees, and installation fees.
F. CANCELLATION PROCESS – You may terminate or cancel the Services by giving GINGALLEY LLC written notice via email. In such an event:
1. You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation.
2. GINGALLEY LLC may, in our sole discretion, refund all pre-paid fees for basic hosting services for the full months remaining after the effectiveness of such cancellation (i.e. no partial month fees shall be refunded) less any setup fees, applicable taxes and any discount applied for prepayment, provided that you are not in breach of these terms.
G. We require all cancellations to be submitted in writing in order to confirm your Identity, to document the request, and to confirm in writing that you are prepared for all of your files and emails to be removed. This process aims to reduce the likelihood of mistakes, fraudulent/malicious requests, and to ensure that you are aware that your files, associated email accounts, and other account files may be removed immediately and permanently after a cancellation request is processed. Once we receive your cancellation notice and have confirmed all necessary information with you via email, we will inform you in writing (typically email) that your account has been canceled.
WEB DESIGN TERMINATION PROCESS
A. GINGALLEY LLC may terminate your access to the Services, in whole or in part, without notice in the event that:
1. You/Buyer/Client fail to pay any fees due
2. Buyer/Client violates this Agreement
3. Buyer’s/Client’s conduct may harm GINGALLEY LLC (Seller) or others, or cause Seller or others to incur liability, as determined by our sole discretion, or as otherwise specified in this Agreement.
In such an event, Seller shall not refund to you any fees paid in advance of such termination, and you/Client shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, GINGALLEY LLC may charge you for all fees due for the Services for the remaining portion of the then current term. UPON TERMINATION OF THE SERVICES FOR ANY REASON, USER CONTENT, USER WEBSITES, AND OTHER DATA WILL BE DELETED FROM THE SERVER.
CPU, BANDWIDTH & DISK USAGE
A. All use of hosting space provided by GINGALLEY LLC is subject to these Terms & Conditions.
B. Shared hosting space may only be used for web files, active email and content of User Websites. Shared hosting space may not be used for storage (whether of media, emails, or other data), including: as offsite storage of electronic files, email or FTP hosts. GINGALLEY LLC expressly reserves the right to review every shared account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement or the Acceptable Use Policy. GINGALLEY LLC may, in our sole discretion, terminate access to the Services, apply additional fees, or remove or delete the User Content for those accounts that are found to be in violation of our Terms & Conditions.
C. Dedicated and VPS usage is limited by the resources allocated to the specific plan that Buyer/User has purchased.
D. Shared servers are limited in their bandwidth per allowed by the terms of the plan the Buyer purchases.
E. If your hosting server has a physical downtime that falls short of the 99.9% uptime promise, you may receive one (1) month of credit on your account. This uptime guarantee does not apply to planned maintenance. Approval of any credit is at the sole discretion of GINGALLEY LLC and may be dependent upon the justification provided. Third party monitoring service reports may not be used for justification due to a variety of factors including the monitor’s network capacity/transit availability. The uptime of the server is defined as the reported uptime from the operating system and the Web Server which may differ from the uptime reported by other individual services. To request a credit, please contact us with justification [within thirty (30) days of the end of the month for which you are requesting a credit]. Dedicated servers are covered by a network guarantee in which the credit is prorated for the amount of time the server is down which is not related to our uptime promise.
EMAIL POLICY FOR ALL WEB HOSTING ACCOUNTS
A. This policy applies to all hosting accounts which use our host servers for sending and receiving email messages. This policy includes clients who use the free version of Gmail (legacy) as well as the paid version (Google Workspace) which were configured to send and receive messages with your domain name through our host servers. Those who use hosted email through another service or a personal email account(s) separate from our hosting services can disregard this policy, as it does not apply.
B. There is a 500 outgoing email hourly limit per domain. This limit is firm and will be strictly enforced without exception.
C. Our host servers have a limit of 30 POP3/IMAP checks per hour per each user’s connecting IP address. If you go over this you’re likely to get a wrong password error message or an error stating “login incorrect”. If this occurs, please wait an hour and it will automatically unblock you. To prevent this from happening again, please make sure to disable auto checking in your email program or set it higher to once every 10 minutes.
D. Shared hosting space may only be used for web files, active email and content of User Websites. Shared hosting space may not be used for storage (whether of media, emails, or other data), including, as offsite storage of electronic files, email or FTP hosts. GINGALLEY LLC expressly reserves the right to review every shared account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement or the Acceptable Use Policy. GINGALLEY LLC may, in our sole discretion, terminate access to the Services, apply additional fees, or remove or delete the User Content for those accounts that are found to be in violation of our Terms & Conditions.
E. We only support the paid version of Google Workspace .
1. We are not responsible for your Google billing or payments.
2. We are not responsible for lost, deleted, or undelivered mail to or from your email account.
3. We are not responsible for emails that you missed because they were filtered as spam. Please check your spam folder regularly for messages that may be important to you and make the appropriate adjustments to your filters/rules.
4. We do not keep back-ups of your email.
F. Should we need to access your email for configuring or testing, we will need your login credentials. This information will be held in the strictest of confidence and will not be shared. We also promise that we will not read any of your messages unless it pertains to an important issue you brought to our attention, that is our promise to you.
G. We adhere to Google’s Privacy and Terms and expect that you do the same.
H. Do not send unsolicited or unwanted email.
I. Do not send email in violation of the CAN-SPAM Act or other anti-spam laws:
1. No selling, exchanging or distributing the email addresses of any person without their consent.
2. No using email to conduct fraudulent schemes or otherwise defraud users.
3. No sending unauthorized mail via open, third-party servers.
4. Do not use email to distribute malware such as viruses, worms, defects, Trojan horses, corrupted files, or any other such items of a destructive or deceptive nature.
5. Do not use email for phishing – such as in the attempt to acquire other users’ data such as passwords, financial details, and government identification numbers under false pretenses.
BULK EMAIL RULES & RESPONSIBILITIES
A. Any single email message that you send to over 10 recipients at once is considered as bulk mail. When sending messages to a large group of recipients, we recommend using an email sending service to comply with sending limitations. Google Workspace does not currently support the throttling of messages that would be necessary to meet the limitations stated above. Contact us for help setting up an email sending service.
B. Email Throttling: Any time you send bulk mail messages, no matter how large your email list may be, you must throttle it. We recommend you throttle it to at least sending 1 email every 8 seconds. (Sending 1 every 8 seconds would send 450 emails within 1 hour, keeping you below the 500 outgoing email limit.)
C. IMPORTANT: If you do not throttle and you try sending 500 emails, the server will try sending all 500 in 1 second which is not possible on our servers. This will cause a very high load on the server and the entire server will be sluggish, potentially affecting your website and service until the sending process is completed. It is our job to keep the server up and running without being sluggish or experiencing issues. Anyone who causes the server’s load to go high will be suspended and the process will be terminated. If you choose not to throttle, you will most likely be suspended for crashing the server.
D. Any mailing list over 900 email addresses is only allowed to be sent to during off-peak times to prevent high server loads. Off-peak times qualify as all day Saturday and Sunday, and 1AM-8AM Eastern Standard Time, Monday through Friday.
E. Mailing Lists: If your website has a Mailing List/Newsletter sign-up, your list must offer a double opt-in. This means that a user has subscribed for a newsletter or other email marketing messages by explicitly requesting it on your website or offline by inputting their email address to be their own. Confirmation is usually done by responding to a notification/confirmation email sent to the email address the end user specified. The double opt-in method eliminates the chance of abuse where somebody submits someone else’s email address without their knowledge and against their will. You will not be permitted to mail any mailing list that you were given or purchased. In doing so, this will also be considered spamming and may result in termination of your account.
1. email scripts must be able to handle and document all information from a double opt-in list. This includes recording the sign-up IP address and date/time, double opt-in verification IP address and date/time, processing opt-outs (via web or email), and list removal on bounce backs. All opt-outs or bounce back removals must be handled in a timely manner, and outbound mail must be throttled on shared packages to a maximum of five hundred (500) emails per hour. If your account is found to be using a script that we did not install and does not meet these requirements, GINGALLEY LLC reserves the right to suspend, terminate, or deactivate your script or account.
2. Any unsolicited email being sent will result in suspension or termination of the offending account. We take a zero tolerance stance against the sending of unsolicited email and other forms of spam.
3. The CAN-SPAM Act: Should your bulk email message be considered spam, you could fall subject to the CAN-SPAM Act. As such, before you send out any bulk email, it’s imperative to familiarize yourself with the laws and comply to avoid having your email or domain blacklisted, or fined. The law carries penalties of up to $42,530 per message!
4. Any mailing list MUST comply with all guidelines set forth by the United States government. These can be found at: http://www.business.ftc.gov/documents/bus61-can-spam-act-compliance-guide-business
WEB DESIGN, TEXT, & PHOTOGRAPHIC CONTENT COPYRIGHTS
A. Buyer warrants to Seller that the designs, media, and other input shall be free from any rightful claim of any third party for infringement of an existing Copyright.
B. If such claims arise, Buyer at its own cost shall assist Seller in the conduct of such defense; and, Buyer may allow Seller at Seller’s option, to procure the right for Buyer to continue using the goods, to replace or modify the goods so that they become non-infringing, or to grant Buyer a refund of the purchase price for the goods subject to such claim of infringement.
C. Buyer assumes and shall hold Seller harmless against any Copyright liability for works created to Buyer’s specifications or design, or specially designed by Seller to meet buyer’s requirements.
D. Seller warrants to Buyer that original designs created by GINGALLEY LLC shall be free from any rightful claim of any third party for infringement of an existing Copyright and/or that such rights have been legally purchased or procured for use.
E. Electronic files and the design of Buyer’s Logo, Corporate Identity, Branding and any other Custom Artwork shall remain the property of Seller (GINGALLEY) unless prior agreement has been established in writing; or the Customer Transfer of Copyright Form has been signed by both the Buyer and Seller. GINGALLEY holds the rights to display such designs as examples of work for portfolio purposes. A transfer fee will apply and will be quoted upon request in relation to the amount of data and/or media involved.
F. Legal rights to our work are retained by us. In engaging us to create, design and/or produce your project, you have agreed with the Terms & Conditions herein and agree to pay any fees incurred should we have to secure an attorney or collection firm to gain fees due to us on your account. Usage rights of any/all/or part of our creative work, images (whether created as original or manipulated), illustrations, concepts, text/copy, photos, etc. are contingent upon payment in full and is subject to Terms & Conditions unless otherwise specified in writing. Payment in Full is required before any copyright transfer or ownership/assignment/usage rights will be allowed or granted.
G. Granting usage rights of our art, images, photos, concepts, verbiage, website content or copy, etc. is contingent upon payment and is subject to the Terms & Conditions herein. Full payment is required before right of usage, copyright transfer, assignment of ownership to another party or entity will be authorized. By paying the related invoice, you fully comply and understand that you are buying only the licensing rights to use our creative, and that ownership is retained by GINGALLEY LLC.
H. Unauthorized use of art or content/copy – in its entirety or in part, as primary, secondary, or other sequential use, or any future unauthorized use; as well as manipulation, alteration, or copying in whole or in part by a Third Party or Vendor without written consent from GINGALLEY LLC, is a direct violation of the Terms & Conditions outlined herein and it strictly prohibited.
I. GINGALLEY Designed Web Content & Files – All artwork, photographs, images, document layouts, text, fonts, music, software tools, and other information, either alone and/or as compilation thereof (collectively, the ‘Site Content”), constitutes the copyrighted property of GINGALLEY LLC or of those parties from whom we have licensed such property, and is protected by United States, international and other laws. GINGALLEY LLC reserves all rights.
J. Any violation of the aforementioned Terms & Conditions will be subject to legal action. All of our creative (both conceptual and tangible) is fully protected by International Copyright Law.
K. Buyer releases Seller (and our agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes arising from unintentional third party infringement. Any claims or demands against Buyer for which Seller is responsible hereunder, Seller shall be responsible for only the percentage of the claim equal to the total fault – such as related to time duration to remedy any error brought to the Seller’s attention by Buyer.
NOTE: Digital files are made available selectively, and are included only on identity systems or other such projects where deemed necessary by the sole discretion of GINGALLEY LLC. Native, original files and ALL electronic/digital files remain the sole property of GINGALLEY LLC as these contain our proprietary design “recipes.”
WEB DESIGN CUSTOMER SUPPLIED CONTENT (TEXT COPY, PHOTOS, & DESIGNS)
A. For certain product and service offerings you may elect to electronically upload or otherwise submit data, text, photographs, graphics, messages, or other materials (collectively, “Customer Supplied Content”) to GINGALLEY for inclusion into your website.
B. You understand and agree that you (and any other person from whom it may have originated) are solely responsible for all Customer Supplied Content. When you upload, or otherwise provide Customer Supplied Content to us – you warrant and confirm that you either own the copyright to it or have permission to copy the documents, text, graphics, photographs that you submit for inclusion in the website, and you agree to defend, indemnify and hold GINGALLEY LLC its officers, employees, and affiliates – harmless from any suit, demand, or claim arising out of any breach of this warranty and agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand or claim, and to pay any attorney’s fees incurred by GINGALLEY in defending against any such suit, demand, or claim.
C. GINGALLEY LLC does not maintain Customer Supplied Content indefinitely. Customer Supplied Content uploaded to the Website, Dropbox, and/or Google Drive – or emailed to us with an associated order – will be kept on file for as long as required for use.
D. You agree that you will not send, upload, post, or otherwise transmit to GINGALLEY any Customer Supplied Content that contains material that: is unlawful, abusive, and/or obscene; invades another person’s privacy; would further the commission or concealment of a crime; advocates or urges treason; is not lawfully yours to transmit; is the subject of, or which infringes upon, any patent, trademark, trade name, trade secret, copyright, right of publicity, moral right or other intellectual property right of another person or entity; contains software viruses, malware, or other harmful or malicious computer code, or that in any other way would way interfere with or disrupt the services and/or production of GINGALLEY and/or or any servers or networks connected to or used in connection with the delivery of such service and production.
E. You, the Buyer, acknowledge that we do not fully pre-screen Customer Supplied Content, but that we reserve the right to do so at any time and that GINGALLEY and its affiliates shall have the right (but not the obligation) in their sole discretion to remove any Customer Supplied Content and/or to refuse to fulfill a web design project that violates these Terms or that may otherwise be objectionable. You further acknowledge and agree that GINGALLEY LLC may preserve or disclose of Customer Supplied Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that the Customer Supplied Content violates the rights of third-parties; or to protect the rights, property, or personal safety of GINGALLEY LLC, its staff, users, and the public in general.
THE PARAGRAPHS ABOVE SETS FORTH SELLER’S ENTIRE LIABILITY WITH RESPECT TO COPYRIGHTS.
INDEMNITY
Seller shall indemnify Buyer from sums which Buyer shall become obligated to pay any third party by reason of Buyer’s liability imposed by law for:
(a) Bodily injury (including death) or
(b) Physical injury to or destruction of tangible property, in either event to the extent directly caused by defects in goods or services sold by Seller or Seller’s negligence.
However, in the event any claim for which Seller is responsible is caused by the negligence of both Buyer and Seller, Seller shall be responsible for only that portion of the claim equal to the percentage of the total fault for any claims or demands against Buyer for which Seller is responsible hereunder.
You (Buyer) will indemnify and hold GINGALLEY LLC (Seller) (and its agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
WEB DESIGN LIMITATION OF LIABILITY
GINGALLEY LLC (Seller) does not accept liability beyond the remedies set forth herein, including any liability for lost data, or the provision of services. Neither Seller, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purpose, tort (including negligence) indemnity or any other legal theory, for loss of use, revenue or profit, or for the costs of capital or for substitute use or performance, or for indirect, special, liquidated, incidental or consequential damages, or for any other loss or cost of similar type, or for claims by Buyer for damages of Buyer’s customers. Buyer agrees that for any liability related to the purchase of products, images, programs, or third party services – whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, the Seller’s maximum liability under this contract shall be the Contract price. Buyer and Seller agree that the exclusions and limitations set forth in this section are separate and independent from any other remedies which Buyer may have.
FORCE MAJEURE
If Seller suffers a delay in performance due to any cause beyond Seller’s reasonable control, the time for Seller’s performance shall be extended a period of time equal to the period of delay and its consequences. Seller will give Buyer written notice within a reasonable time after Seller becomes aware of such delay.
EXPORT
Online goods may be subject to U.S. government export controls and regulations and export may require a validated export license. Buyer agrees to abide by and assist Seller in complying with any export controls and regulations.
CHANGES TO THE WEBSITE, LAYOUT, FUNCTIONS, FEATURES
Seller reserves the right to change the design, dimension, and specification of the website when necessary. Provided, however, Seller shall not make any change to the website ordered by the Buyer without the Buyer’s consent if the change impairs the performance or respective function of the website.
WEB DESIGN GENERAL
A. Any drawings, data, designs, software programs or other technical information supplied by Seller to Buyer in connection with the website design shall remain Seller’s property and be held in confidence by the Buyer. Such information shall not be reproduced or disclosed to others without Seller’s prior written consent.
B. The laws of the state of South Carolina, without regard to conflict of law principles, shall govern the validity, interpretation and enforcement of the Contract. It is expressly agreed to exclude from this Contract the United Nations Convention on Contracts for the International Sale of Goods, 1980 and any successor thereto.
C. Waiver by Seller of any breach of any provision contained herein shall not constitute or be deemed to be a waiver of any other breach or of such provision. No amendment to or modification or alteration of the contract shall be effective against Seller without Seller’s specific written agreement thereto. Buyer shall not assign this Contract or rights under the Contract without Seller’s prior written consent. Disputes arising out of this Contract, not otherwise settled by mutual agreement between the parties, shall be settled by binding arbitration in Myrtle Beach, South Carolina USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect.
D. Governing Law and Jurisdiction: If a dispute arises between you (Buyer) and GINGALLEY LLC (Seller), we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. These Terms & Conditions shall for all purposes be governed by and interpreted in accordance with the laws of the State of South Carolina as those laws are applied to contracts entered into and to be performed entirely in South Carolina, without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement shall be commenced exclusively in state or federal court in Horry County, SC, and you irrevocably submit to the exclusive jurisdiction and venue of such courts.
E. Severability: If any provision or portion of any part of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
SOCIAL MEDIA POLICY
GINGALLEY LLC supports a select number of social media platforms that align with our company’s values, objectives, and technical requirements.
They are as follows: Facebook, YouTube, Instagram, LinkedIn, Pinterest, and Threads.
GINGALLEY LLC does not endorse or support the use of Twitter X. This decision is based on a combination of ethical considerations and technical factors that we believe are critical to the continued success of our web design company.
While we highly respect your freedom to select the social media platforms that best suit your communication and marketing needs, if you opt to utilize Twitter X, kindly notify us beforehand. We will gladly offer initial assistance in integrating it with your website project. However, it’s important to note that any subsequent support beyond the basic setup will not be provided.
For ongoing and future projects, clients are encouraged to consult with GINGALLEY LLC to discuss alternative social media platforms that meet their requirements and are officially supported by our company.
Social Media Policy for Client Account Access
This policy outlines the guidelines regarding GINGALLEY LLC’s management of social media accounts on behalf of clients, emphasizing that the company cannot be held responsible for the actions, comments, or opinions of the client’s followers.
A. ACCOUNT ACCESS
1. AUTHORIZED ACCESS: GINGALLEY LLC may be granted access to client social media accounts for management, content creation, advertising, troubleshooting issues, and other related purposes that may arise. This access is authorized and agreed upon by both parties.
2. RESPONSIBILITY FOR CONTENT: While GINGALLEY LLC may contribute to content creation and posting, the ultimate responsibility for the content and its impact lies with the client.
B. FOLLOWER COMMENTS AND ACTIONS
1. USER ENGAGEMENT: GINGALLEY LLC will make reasonable efforts to engage with followers in a professional manner. However, we cannot control or be held responsible for the comments or actions of followers.
2. CLIENT MONITORING: Clients are encouraged to monitor and moderate follower comments regularly. GINGALLEY LLC will notify clients of any concerning comments but is not responsible for their direct management.
C. CLIENT COMMUNICATION
1. TIMELY NOTIFICATION: Clients are responsible for promptly notifying GINGALLEY LLC of any specific concerns or comments that may require immediate attention or action.
2. CONTENT APPROVAL: In some cases, Clients are encouraged to provide feedback and approvals for content before it is published. This ensures alignment with the client’s brand voice and messaging.
D. DISCLAIMERS
1. LIMITATION OF LIABILITY: GINGALLEY LLC cannot be held liable for any direct or indirect consequences arising from follower comments, opinions, or actions on social media platforms.
2. THIRD-PARTY PLATFORMS: Clients acknowledge that GINGALLEY LLC operates within the terms and conditions of third-party social media platforms, and any actions or limitations imposed by these platforms are beyond our control.
3. ACCOUNT SUSPENSION: Clients acknowledge and understand that GINGALLEY LLC is not responsible for any social media platforms that may, for reasons beyond our control, suspend, block, or ban Client accounts. While we strive to adhere to the policies and guidelines of each platform, unforeseen circumstances or changes in platform regulations may unfortunately result in account suspension for unknown reasons. GINGALLEY LLC will make all reasonable efforts to assist clients in resolving such issues, but ultimate responsibility for compliance with social media platform rules and regulations rests with the client. Clients are encouraged to stay informed about the terms of service of the respective platforms and promptly address any issues that may arise to mitigate the risk of account suspension.
This Social Media Policy is designed to clarify the respective responsibilities and limitations of GINGALLEY LLC and our clients regarding social media account management. If you have any questions or concerns, please contact us directly.
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DESIGN
DESIGN PRICE, PAYMENT & TAX
A. Unless otherwise agreed in writing, all prices and charges specified are based on U.S. dollars, FOB origin, and are effective only for thirty (30) days from the date of any quotation. Should the project completion date be postponed by the Buyer, Seller shall have the right to adjust the price and/or schedule of the undelivered services to Seller’s price at the time of delivery.
B. Unless otherwise agreed to in writing within a Retainer Agreement or Contract, payment is due prior to completion of the requested Project. Invoices are due upon receipt. All payments for tangibles (Printed Goods) are due at the time of order placement. If mutually agreed in advance that payment can be delayed, and the amount owed is less than $500.00, the terms may allow (15) days from date of invoice (weekends are included as working days). This must be agreed in writing prior to order placement. A service charge of .0375% per day shall apply to the portion of Buyer’s outstanding past due balance. If legal action is taken by Seller, Buyer shall be liable for Seller’s reasonable attorney fees plus other costs of such action.
C. Accounts that become past due in excess of thirty (30) days will have any goods and Projects in process halted.
D. In the event that a Buyer pays the Seller with a check that becomes invalid due to Buyer error or insufficient funds, a fee of forty dollars ($40) will be added to the Buyer’s balance owed.
E. During large scale Design Projects, typically a 50% deposit is required. Project Timeline duration is dependent upon timely communication and approvals by the Client. The initial Deposit is non-refundable for Projects that have been in process for over 30 days as due to lack of necessary client feedback or failure to supply required input.
F. GINGALLEY LLC reserves the right to change billing prices as necessary to meet market fluctuations. Projects already in process would not be affected, however subsequent quotations will show any changes that may have occurred.
G. Each Client’s (Buyer’s) Project(s) are unique and require individual attention. GINGALLEY LLC will create a customized plan of action for each Client and provide feedback and support throughout. Learn more about our Logo & Graphic Design Process here.
DESIGN SCHEDULING, CHANGES, APPROVALS, & DELIVERY
A. Delivery and performance dates specified or otherwise communicated to Buyer are approximate only and are based on conditions at the time Seller accepts Buyer’s Firm Request or Purchase Order. Delivery lead-time is based upon Seller’s backlog and capacity at the time of quotation. The delivery lead-time may need to be adjusted upon order placement due to changes in the schedule, delayed Client communication, and national holidays.
B. Designs completed per Buyer/Client request are submitted electronically to the Buyer/Client as a proof for approval. The first round of edits and/or changes are not billed if they are minor in scope. Typos or grammatical errors caused by GINGALLEY are corrected at no charge. Design changes or edits by the Buyer/Client after the first round of minor edits and second proof submittal are billable (as GINGALLEY’s/Seller’s hourly rate billed in 15 minute increments but no less than $10) and payment is due prior to the receipt of the completed design project – unless otherwise specified in written agreement put forth during the initial consultation.
DESIGN CANCELLATIONS
Firm Requests (including via email) and Purchase Orders accepted by Seller are not subject to change or cancellation by the Buyer after Project work is in progress, except with Seller’s written consent and upon payment of an appropriate charge to cover the cost of time spent or other loss incurred by Seller. Unless otherwise agreed in writing, such charge shall not be less than seventy five percent (75%) of the price of the goods and/or services subject to the change or cancellation.
DESIGN WARRANTY
Seller warrants that on the date of completion of Projects by the Seller, they shall be free from defects in workmanship under normal use and service.
A. No warranty extended by Seller shall apply to any designs that have been modified or altered by persons other than Seller.
B. The warranty is made on the condition that Buyer gives Seller immediate written notice of any error or defect (in no event later than 3 days from date of Project completion), that the Buyer gives Seller access to review and that Seller’s inspection reveals that Buyer’s claim is valid under the terms of the warranty.
C. No debit memos will be accepted or processed unless designs have been fully evaluated by GINGALLEY LLC.
YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSFER OF THE DESIGN FILES SUPPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
DESIGN SERVICE TERMINATION POLICY
GINGALLEY LLC may terminate your access to the design(s) or use of the design(s), in whole or in part, without notice in the event that: you fail to pay any fees due; you violate this Agreement; your conduct may harm GINGALLEY LLC (Seller) or others, or cause Seller or others to incur liability, as determined by our sole discretion; or as otherwise specified in this Agreement. In such event, Seller shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.
DESIGN COPYRIGHTS
A. Buyer warrants to Seller that the requested or supplied designs, media, and other input shall be free from any rightful claim of any third party for infringement of an existing Copyright.
B. If such claims arise, Buyer at its own cost shall assist Seller in the conduct of such defense; and, Buyer may allow Seller at Seller’s option, to procure the right for Buyer to continue using the goods, to replace or modify the goods so that they become non-infringing, or to grant Buyer a refund of the purchase price for the goods subject to such claim of infringement.
C. Buyer assumes and shall hold Seller harmless against any Copyright liability for works created to Buyer’s specifications or design, or specially designed by Seller to meet buyer’s requested requirements.
D. Seller warrants to Buyer that original designs created by GINGALLEY LLC shall be free from any rightful claim of any third party for infringement of an existing Copyright and/or that such rights have been legally purchased or procured for use.
E. Electronic files and the design of Buyer’s Logo, Corporate Identity, Branding and any other Custom Artwork shall remain the property of Seller (GINGALLEY LLC) unless prior agreement has been established in writing; or the Customer Transfer of Copyright Form has been signed by both the Buyer and Seller. GINGALLEY LLC holds the rights to display such designs as examples of work for portfolio purposes. A transfer fee will apply and will be quoted upon request in relation to the amount of data and/or media involved.
F. Legal rights to our work are retained by us. In engaging us to create, design and/or produce your project, you have agreed with the Terms & Conditions herein and agree to pay any fees incurred should we have to secure an attorney or collection firm to gain fees due to us on your account. Usage rights of any/all/or part of our creative work, images (whether created as original or manipulated), illustrations, concepts, text/copy, photos, etc. are contingent upon payment in full and is subject to Terms & Conditions unless otherwise specified in writing. Payment in Full is required before any copyright transfer or ownership/assignment/usage rights will be allowed or granted.
G. Granting usage rights of our art, images, photos, concepts, verbiage, website content or copy, etc. is contingent upon payment and is subject to the Terms & Conditions herein. Full payment is required before right of usage, copyright transfer, assignment of ownership to another party or entity will be authorized. By paying the related invoice(s), you fully comply and understand that you are buying only the licensing rights to use our creative, and that ownership is retained by GINGALLEY LLC.
H. Unauthorized use of art or content/copy – in its entirety or in part, as primary, secondary, or other sequential use, or any future unauthorized use; as well as manipulation, alteration, or copying in whole or in part by a Third Party or Vendor without written consent from GINGALLEY LLC, is a direct violation of the Terms & Conditions outlined herein and it strictly prohibited. Any violation of the aforementioned Terms & Conditions will be subject to legal action. All of our creative (both conceptual and tangible) is fully protected by International Copyright Law.
I. Buyer releases Seller (and our agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes arising from unintentional Third Party infringement. Any claims or demands against Buyer for which Seller is responsible hereunder, Seller shall be responsible for only the percentage of the claim equal to the total fault – such as related to time duration to remedy any error brought to the Seller’s attention by Buyer.
NOTE: Digital files are made available selectively, and are included only on identity systems or other such projects where deemed necessary by the sole discretion of GINGALLEY LLC. Native, original files and ALL electronic/digital files remain the sole property of GINGALLEY LLC as these contain our proprietary design “recipes.”
THE PARAGRAPHS ABOVE SETS FORTH SELLER’S ENTIRE LIABILITY WITH RESPECT TO DESIGN COPYRIGHTS.
INDEMNITY
A. Seller shall indemnify Buyer from sums which Buyer shall become obligated to pay any third party by reason of Buyer’s liability imposed by law for bodily injury (including death) or physical injury to or destruction of tangible property, in either event to the extent directly caused by defects in goods sold by Seller or Seller’s negligence.
B. However, in the event any claim for which Seller is responsible is caused by the negligence of both Buyer and Seller, Seller shall be responsible for only that portion of the claim equal to the percentage of the total fault for any claims or demands against Buyer for which Seller is responsible hereunder.
C. You (Buyer) will indemnify and hold GINGALLEY LLC (Seller) (and its agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
LIMITATION OF LIABILITY
GINGALLEY LLC (Seller) does not accept liability beyond the remedies set forth herein, including any liability for lost data, or the provision of services. Neither Seller, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purpose, tort (including negligence) indemnity or any other legal theory, for loss of use, revenue or profit, or for the costs of capital or for substitute use or performance, or for indirect, special, liquidated, incidental or consequential damages, or for any other loss or cost of similar type, or for claims by Buyer for damages of Buyer’s customers. Buyer agrees that for any liability related to the purchase of products, images, programs, or third party services – whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, the Seller’s maximum liability under this contract shall be the Contract price. Buyer and Seller agree that the exclusions and limitations set forth in this section are separate and independent from any other remedies which Buyer may have.
FORCE MAJEURE
If Seller suffers a delay in performance due to any cause beyond Seller’s reasonable control, the time for Seller’s performance shall be extended a period of time equal to the period of delay and its consequences. Seller will give Buyer written notice within a reasonable time after Seller becomes aware of such delay.
EXPORT
The goods may be subject to U.S. government export controls and regulations and export may require a validated export license. Buyer agrees to abide by and assist Seller in complying with any export controls and regulations.
GENERAL
A. Any drawings, data, designs, software programs or other technical information supplied by Seller to Buyer in connection with the sale of the goods shall remain Seller’s property and be held in confidence by the Buyer. Such information shall not be reproduced or disclosed to others without Seller’s prior written consent.
B. The laws of the state of South Carolina, without regard to conflict of law principles, shall govern the validity, interpretation and enforcement of the Contract. It is expressly agreed to exclude from this Contract the United Nations Convention on Contracts for the International Sale of Goods, 1980 and any successor thereto.
C. Waiver by Seller of any breach of any provision contained herein shall not constitute or be deemed to be a waiver of any other breach or of such provision. No amendment to or modification or alteration of the contract shall be effective against Seller without Seller’s specific written agreement thereto. Buyer shall not assign this Contract or rights under the Contract without Seller’s prior written consent. Disputes arising out of this Contract, not otherwise settled by mutual agreement between the parties, shall be settled by binding arbitration in Myrtle Beach, South Carolina USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect.
D. Governing Law and Jurisdiction: If a dispute arises between you (Buyer) and GINGALLEY LLC (Seller), we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. These Terms & Conditions shall for all purposes be governed by and interpreted in accordance with the laws of the State of South Carolina as those laws are applied to contracts entered into and to be performed entirely in South Carolina, without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement shall be commenced exclusively in state or federal court in Horry County, SC, and you irrevocably submit to the exclusive jurisdiction and venue of such courts.
E. Severability: If any provision or portion of any part of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
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PRINT SERVICES PRICE, PAYMENT & TAX
A. Unless otherwise agreed in writing, all prices and charges specified are based on U.S. dollars, FOB origin, and are effective only for thirty (30) days from the date of any quotation. The shipment of goods shall be by common carrier, at Buyer’s risk and expense, with the transportation, insurance, and related charges, in addition to the quoted price. Should the delivery date, or project completion date, be postponed by the Buyer, Seller shall have the right to adjust the price of the undelivered goods and/or services to Seller’s price at the time of delivery.
B. All payments for tangibles (Printed Goods) are due at the time of order placement. Your acceptance of Seller’s quotation via the placement of a Purchase Order, Deposit, or Firm Request to Seller for goods or services, shall constitute assent to these terms of Contract.
C. Any sales or use tax which may be imposed on the sale of the goods shall be in addition to the quoted prices and paid by the Buyer.
D. If mutually agreed in advance that payment can be delayed, and the amount owed is less than $500.00, the terms may allow (15) days from date of invoice (weekends are included as working days). This must be agreed in writing prior to order placement.
E. In the event that a Buyer pays the Seller with a check that becomes invalid due to Buyer error or insufficient funds, a fee of forty dollars ($40) will be added to the Buyer’s balance owed.
F. A late fee charge of .005% per day shall apply to the portion of Buyer’s outstanding past due balance. If legal action is taken by Seller, Buyer shall be liable for Seller’s reasonable attorney fees plus other costs of such action.
G. Accounts that become past due in excess of thirty (30) days will have any goods and other projects in process halted.
PRINTING PRODUCTION TURN TIME & DELIVERY
A. Our standard turnaround is dependent upon the product ordered and shall be discussed during order placement. If you do not specify otherwise – you will be charged for the standard turnaround for the relevant product. Turnaround times do not include shipping time. The estimated date you will receive your order is a combination of the selected turnaround time and the shipping time. Once your order is placed your turnaround time generally cannot be changed and billing charges will not be reversed.
For your convenience, depending on the product ordered, we can offer a variety of different production turnaround times.
B. Delivery and performance dates specified herein or otherwise communicated to You/Client/Buyer are approximate only and are based on conditions at the time GINGALLEY/Seller accepts Buyer’s Firm Request or Purchase Order. Delivery lead-time is based upon Seller’s backlog and capacity at the time of quotation. The delivery lead-time may need to be adjusted upon order placement or time of payment due to changes in the schedule, supplier material commits, weather, and national holidays.
C. Delivery shall be complete upon transfer of possession to common carrier, FOB origin whereupon all risk of loss, damage or destruction to the goods shall pass to Buyer; however we will work with you to help resolve any issues when we can.
D. In the absence of specific instructions by the Buyer, the carrier will be selected by Seller. In no event shall Seller be liable for any delay in delivery by the carrier, or shall the carrier be deemed an agent of the Seller.
E. Seller reserves the right to make partial shipments when necessary.
F. Turnaround times for jobs that we do not deem “production ready” – such as those with problems or that require the printing and delivery of a tangible proof – will not begin until the job is finalized, approved, and made ready for production.
G. Each Client’s (Buyer’s) Project(s) are unique and require individual attention. GINGALLEY LLC will create a customized plan of action for each Client and provide feedback and support throughout. Learn more about our Printing Services Process here.
PRINTING CUSTOMER SUPPLIED CONTENT (TEXT COPY, LAYOUT & DESIGNS)
A. For certain product and service offerings you may elect to electronically upload or otherwise submit data, text, photographs, graphics, messages, or other materials (collectively, “Customer Supplied Content”) to GINGALLEY for inclusion into the designs for print products.
B. You/Buyer understand and agree that you (and any other person from whom it may have originated) are solely responsible for all Customer Supplied Content. When you upload, or otherwise provide Customer Supplied Content to us – you warrant and confirm that you either own the copyright to it or have permission to copy the documents, text, graphics, photographs that you submit for inclusion in the print process, and you agree to defend, indemnify and hold GINGALLEY LLC its officers, employees, and affiliates – harmless from any suit, demand, or claim arising out of any breach of this warranty and agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any attorney’s fees incurred by GINGALLEY in defending against any such suit, demand, or claim.
C. GINGALLEY LLC does not maintain Customer Supplied Content indefinitely. Customer Supplied Content uploaded to the Website, Dropbox, and/or Google Drive – or emailed to us with an associated order – will be kept on file for as long as required for use.
D. You agree that you will not send, upload, post, or otherwise transmit to GINGALLEY any Customer Supplied Content that contains material that: is unlawful, abusive, and/or obscene; invades another person’s privacy; would further the commission or concealment of a crime; advocates or urges treason; is not lawfully yours to transmit; is the subject of, or which infringes upon, any patent, trademark, trade name, trade secret, copyright, right of publicity, moral right or other intellectual property right of another person or entity; contains software viruses, malware, or other harmful or malicious computer code, or that in any other way would way interfere with or disrupt the services and/or production of GINGALLEY and/or or any servers or networks connected to or used in connection with the delivery of such service and production.
E. You, the Buyer, acknowledge that we do not fully pre-screen Customer Supplied Content, but that we reserve the right to do so at any time and that GINGALLEY and its affiliates shall have the right (but not the obligation) in their sole discretion to remove any Customer Supplied Content and/or to refuse to fulfill a print job or order that violates these Terms or that may otherwise be objectionable.
F. You further acknowledge and agree that GINGALLEY may preserve or disclose of Customer Supplied Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that the Customer Supplied Content violates the rights of third-parties; or to protect the rights, property, or personal safety of GINGALLEY LLC, its staff, users, and the public in general.
G. Please note that if your print order requires additional customization to be performed by a third party, GINGALLEY is no longer responsible for the order and our liability is terminated at the time the order leaves on delivery. This includes packaging and label orders also.
PRINTING CUSTOMER SUPPLIED CONTENT REQUIREMENTS
A. GINGALLEY will provide templates and/or guidelines for the Client/Customer/Buyer to use in order to adjust their art to the necessary print specifications.
B. We strongly recommend that Customer Supplied Content uploaded, emailed, or delivered to GINGALLEY LLC for print fulfillment is:
1. At a minimum of 300 DPI at 1:1 ratio (or 100%). Content that does not meet this standard may experience print or images that are fuzzy, pixelated, or otherwise distorted for which GINGALLEY does not accept any responsibility. We reserve the right to reject content that does not meet this standard, but we do not assume any obligation to verify that the Customer Supplied Content meets this criterion.
2. Designed in CMYK and uploaded/sent to GINGALLEY in CMYK with no embedded color profile. (You may upload in RGB or some other standard if you choose, however, the color will be converted and we are not responsible for any inaccuracy or color shift that occurs as a result of the conversion).
3. Color Reproduction and/or Color Matching – If you should have questions or concerns about color reproduction, let us know and we can discuss the options. As an example, an important tip is to always make sure to leave at least a 30% difference in your Cyan and Magenta values whenever using the color Blue in your design. It is also important to set the correct percentages for achieving rich Black.
PRINTING COLOR & COATING QUALITY
A. GINGALLEY LLC guarantees that its prints will meet CMYK industry standards. We cannot guarantee “match-print” color fidelity and cannot prevent slight color shift throughout an order. Because we cannot control the color reproduction of a customer’s computer monitor, we cannot guarantee that the actual print color will precisely match any preview as it appears on your monitor.
B. GINGALLEY is not responsible for any color shift in converted photographs (RGB images) with black, near black, or gray tones. Color shifts from a perceived black or gray must be addressed prior to file submission. Proofs do not guarantee black, near black, or gray final output.
C. Color Reproduction and/or Color Matching – If you should have questions or concerns about color reproduction, let us know and we can discuss the options. Please note that the application of UV coating may have an effect (although most often minor) upon or change the appearance of printed colors. GINGALLEY is not liable for the final color appearance of a UV coated product.
D. Handwriting onto printed materials – some print order Buyers want the ability to write onto printed items – such as on the back or front of business cards as an example. UV Gloss or Laminated printed items would require a permanent ink marker for writing onto the surface. Matte/Dull Finish, Uncoated, Semi-Gloss without Lamination, and Eggshell Felt printing coatings can easily be written on with a ball point pen. Permanent markers will often work on all substrates and on laminated items such as roll labels, but must be allowed to fully dry. You may not be able to write on glossy or smooth coated surfaces with gel, ink, or other types of pens – nor can you write with pencil. It is recommended that you request test samples of the printed materials for your specific application.
PRINTING OVER/UNDER RUNS & CUSTOM SIZES
A. Although we endeavor to ship the quantity ordered, GINGALLEY LLC reserves the right to ship within 5% over or under the requested quantity. If a minimum quantity is a necessity we recommend that you adjust the total quantity ordered to account for the possibility of an under run.
B. Custom sizes that are non-industry standard – such as specialty sized printed banners – cannot be absolutely guaranteed due to the processes of hemming, grommet application, folding, or other specialized applications. However, we will work with you to achieve the desired outcome as close as possible.
PRINTING ORDER APPROVAL
A. Customer Supplied Content – GINGALLEY assumes no obligation to proof or otherwise review the content or layout of your order if it is Customer Supplied Content. Orders are printed in their “as submitted” or “as approved” form after client online/electronic proof approval. Once you submit an order to the print process you are agreeing that you are fully satisfied with the document layout and content. If it is Customer Supplied Content, Buyer/Client/Customer accepts full responsibility for any errors therein. We will assume that you have verified that the spelling, grammar, content, colors, and layout are all correct and we will not accept any liability for errors such as misspelling, graphics, grammar, damaged fonts, punctuation, transparency, overprint, improper layout, bleeding, erroneous cut or fold lines, die lines or crop marks, sizing, etc. in regards to Customer Supplied Content.
B. GINGALLEY does not provide printed proofs or press checks of any order unless the customer requests one at the time of order placement. Some items, such a printed promotional goods like mugs or apparel, will incur a fee for a printed proof.
C. Electronic proofs are provided for each print order – it is the Buyer/Client/Customer responsibility to verify the proof and to advise us to correct any errors prior to approval in writing (email). We ask that the Client ‘triple checks’ each proof supplied to them.
D. If a printed proof is requested, then the job will not be processed or deemed production ready until you have approved the proof in writing. Please be aware that this may impact the job turnaround time. For first-run print jobs of $500 or more, an initial small run shall be produced for review prior to completion of the entire order.
GINGALLEY DESIGNED PRINT FILES
All artwork, photographs, images, document layouts, text, fonts, design software tools, and other information, either alone and/or as compilation thereof (collectively, the ‘Print Content”), constitutes the copyrighted property of GINGALLEY LLC or of those parties from whom we have licensed such property, and is protected by United States, International Copyright, and other laws. GINGALLEY LLC reserves all rights in regards to our created designs.
PRINTING CUSTOMER’S NAME AND ADDRESS CHANGES
You are responsible for updating and advising GINGALLEY of any change of name, email, phone number and/or postal address on your applicable account. Supporting legal documentation may be required for any name change requests. We shall have no liability for any, errors, delivery delays, losses, or damages of any kind or nature, resulting from your failure to update your account information in a timely manner.
PRINT SERVICES WARRANTY
A. Seller warrants that on the date of completion of Printed goods by the Seller, they shall be free from defects in workmanship under normal use and service.
B. No warranty extended by Seller shall apply to: data, designs, or goods that have been modified or altered by persons other than Seller or by a third party. Third party warranties will be honored as applicable.
C. Seller’s exclusive obligation under warranty is, at Seller’s option, to repair or replace the defective product(s) or to refund to Buyer the purchase price or a percentage of the price paid for the defective product(s). Seller shall not reimburse or make any allowance to Buyer for any additional charges incurred by Buyer for replacement or repair of any items (tangible or non-tangible) unless such charges are authorized in advance by Seller.
D. The warranty is made on the condition that Buyer gives Seller immediate written notice of any defect (in no event later than 3 days from date of delivery of goods), that the Buyer gives Seller access to the goods and Buyer’s relevant records and data, and that Seller’s inspection reveals that Buyer’s claim is valid under the terms of the warranty.
E. No debit memos will be accepted or processed unless parts/items have been received, and investigated and evaluated by GINGALLEY LLC.
F. With respect to third party goods, Seller’s only warranty to Buyer is that such goods are free of any rightful claims of their manufacturer. To the extent any warranties extended to Seller by their manufacturer are transferable; Seller shall transfer such warranties to Buyer.
SELLER MAKES NO WARRANTY OTHER THAN THE WARRANTY SET FORTH HEREIN AND, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABLITIY OR FITNESS FOR A PARTICULAR PURPOSE.
PRINT SERVICES GENERAL TERMS
A. Any drawings, data, designs, software programs used, or other technical information supplied by Seller/GINGALLEY to Buyer/Client in connection with the sale of the goods shall remain Seller’s property and be held in confidence by the Buyer. Such information shall not be reproduced or disclosed to others without Seller’s prior written consent.
B. The laws of the state of South Carolina, without regard to conflict of law principles, shall govern the validity, interpretation and enforcement of the Contract. It is expressly agreed to exclude from this Contract the United Nations Convention on Contracts for the International Sale of Goods, 1980 and any successor thereto.
C. Waiver by Seller of any breach of any provision contained herein shall not constitute or be deemed to be a waiver of any other breach or of such provision. No amendment to or modification or alteration of the contract shall be effective against Seller without Seller’s specific written agreement thereto. Buyer shall not assign this Contract or rights under the Contract without Seller’s prior written consent. Disputes arising out of this Contract, not otherwise settled by mutual agreement between the parties, shall be settled by binding arbitration in Myrtle Beach, South Carolina USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect.
D. Governing Law and Jurisdiction: If a dispute arises between you (Buyer) and GINGALLEY LLC (Seller), we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. These Terms & Conditions shall for all purposes be governed by and interpreted in accordance with the laws of the State of South Carolina as those laws are applied to contracts entered into and to be performed entirely in South Carolina, without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement shall be commenced exclusively in state or federal court in Horry County, SC, and you irrevocably submit to the exclusive jurisdiction and venue of such courts.
E. Severability: If any provision or portion of any part of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
FORCE MAJEURE
If Seller suffers a delay in performance due to any cause beyond Seller’s reasonable control, the time for Seller’s performance shall be extended a period of time equal to the period of delay and its consequences. Seller will give Buyer written notice within a reasonable time after Seller becomes aware of such delay.
EXPORT
Printed goods may be subject to U.S. government export controls and regulations and export may require a validated export license. Buyer agrees to abide by and assist Seller in complying with any export controls and regulations.
GINGALLEY LLC STAFF, AFFILIATES, OR SUBSIDIARIES, SHALL NOT BE RESPONSIBLE FOR ANY DIRECT DAMAGES, AND SHALL NOT PROVIDE ANY CREDIT, REFUND OR ADJUSTMENT OF ANY KIND OR NATURE THAT IS IN EXCESS OF THE AMOUNT ACTUALLY PAID TO GINGALLEY (AFTER ACCOUNTING FOR AND DEDUCTING, AS APPLICABLE, SPECIAL OFFERS, DISCOUNTS, REWARDS POINTS, ETC.) FOR THE PRINTED PRODUCT (AND SHIPPING COSTS IF APPLICABLE) AT ISSUE.