Terms and Conditions

Summary

Please read these terms and conditions carefully as they form a binding agreement between you and the business operating this website regarding the use of its services and website. The following terms and conditions constitute a legally binding contract (“Agreement”) between you (“You” or “Your”) and the Company, [Mithril Trade, LLC and Rain Lance, LLC, both Georgia Limited Liability Companies located at 1891 McFarland Parkway Alpharetta, GA 30005](the “Company”). This Agreement governs all use by you of the Company’s website www.tidalcolors.com(“Site”) and all of its services available on or at the Site (“Services”).

The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein. Your use of the Site constitutes your acceptance of and agreement to be bound by this Agreement. Furthermore, by placing an order for products or services from the Site, you accept and are bound by this Agreement. If you do not agree to this Agreement, do not use the Site or any other Services.

Modification

We reserve the right to modify our terms, services, and fees. The Company reserves the right, at its sole discretion, to modify this Agreement and its terms, as well as the fees and other charges for our Services, at any time. All such modification will become effective immediately after the Company posts them on the Site. You shall be responsible for reviewing all such modifications, and you agree to review the terms of this Agreement each time you access or use the Site. Use of the Site and other Services by you after the Company posts the modifications on the Site constitutes your acceptance of the terms and conditions of this Agreement, as modified. If you do not agree to the modified terms, you are not authorized to access or use the Site or other Services.

Intellectual Property Rights

Infringement of Intellectual Property Rights Is Prohibited
The unauthorized use, copying, or distribution of a protected copyright, trademark, service mark, trade name logo, design, portrait, graphic, artwork, photograph, picture or illustration, or any other intellectual property (collectively “Intellectual Property”) is prohibited.

By submitting, uploading, or otherwise providing Intellectual Property to the Company, you and any person identified on your account with the Company warrant and represent that you are the legal owner of the Intellectual Property, or a duly authorized licensee with rights to use it and that the submitted Intellectual Property is free and clear of infringement or any legal restriction.

The Company accepts no liability for any unauthorized use, copying, or distribution of any Intellectual Property. Nor does the Company have any obligation to verify whether you have legal rights in the Intellectual Property since the Company is relying on your representations.

The Company reserves the right to refuse to print any design considered, in the Company’s sole determination, to be potentially infringing on the Intellectual Property of another, or which is otherwise deemed to be in poor taste or offensive.

Indemnification for Infringement of Intellectual Property Rights
By submitting, uploading, or otherwise providing Intellectual Property to the Company, you agree, at your sole expense, to defend, hold harmless, and indemnify the Company, against any claim or lawsuit alleging that any of the Intellectual Property submitted, uploaded, or otherwise provided by you to the Company infringes on any copyright, trademark, trade secret, other Intellectual Property, or otherwise violates applicable law or constitutes an infringement, that the Intellectual Property is being wrongfully used, or that you violated any of the above representations. You will also pay all damages and costs, including reasonable attorneys’ fees, incurred by or levied against the Company as a result of any such claim or lawsuit. The Company reserves the right to defend any action brought against it in connection with your alleged infringement, misuse, and breach of representations concerning the Intellectual Property; however, you agree to be responsible for the Company’s damages, costs, and expenses, including reasonable attorneys’ fees incurred defending such claim or lawsuit.

Use of Services

The Company grants you a limited, non-exclusive, non-transferable, and revocable license to use the Company’s Services, platforms, and integrations subject to this Agreement and the following restrictions.

1. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you or the Company.

2. The name “the Company,” its iconography, phrases, logos, and designs that the Company uses in connection with the Products or Services provided are trademarks, service marks, or trade dress of the Company in the United States and are used for proprietary purposes at the Company’s sole discretion. Except as expressly provided in this Agreement, the Company does not grant you any rights to use its trademarks, service marks, or trade dress. You may state in connection with the Products or Services provided by the Company that the Company provided such Products or Services. If you use any of the Company’s trademarks in reference to the Company Products or Services, you must include a statement attributing that trademark to the Company. You must not use any of the Company’s trademarks: (i) in or as the whole or part of your own trademarks; (ii) in connection with activities, Products, or Services which are not the Company’s; (iii) in a manner which may be confusing, misleading, or deceptive; or (iv) in a manner that disparagers the Company or the Company’s information, Products, or Services (including the Site). The Company reserves the right to request that you immediately remove any such misused iconography, phrases, logos, and designs at the Company’s sole discretion.

3. Digital items, such as mockups, templates, images, and other design assets, and texts created in connection with the Products and/or Services the Company offers and its intellectual property rights belong exclusively to the Company. Digital items and any results may only be used in connection with the advertising, promoting, offering, and sale to the Company’s Products and may not be used for other purposes or in conjunction with products from other manufacturers. If the company provides the possibility for Users to modify or customize any digital items, you will ensure that the content used to modify such digital items will comply with the intellectual property laws and the Company’s guidelines.

4. Content & Services

You are responsible for communicating with your customers and handling any claims they might have. We provide the best service we can on an “as is” basis.

1. You understand that the Company cannot and does not make any warranties about your Content, stores, or what you sell to your customers that we may copy, manufacture, print, distribute, ship, mail, store, or warehouse. Any legal claim related to a Product your Customers purchase must be brought directly against you as the seller of the Product. You release the Company from any claims related to Products sold by you through the Company’s Services, including claims for misrepresentations by you to your Customers or claims for physical injury or property damage by any of your Products that are warehoused for you by the Company.

2. Your Customers may come across materials that they find offensive or inappropriate while using our Services. We make no representations concerning any content posted by others through the Services. The Company is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by others that you accessed through the Services. You agree to release the Company from all liability relating to that content.

3. The Company’s Site(s) may contain links to third-party websites or services that the Company does not own or control. When you access third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. The Company is not a party to those agreements; those agreements are solely between you and the third party. You agree that the Company will not be liable to you in any way for your use of these third-party services.

4. The Company is dedicated to making its Services the best it can be. However, you understand that the Company’s Services are provided “as is,” with all faults and without any warrant, express or implied, except for the warranties provided with respect to Products in Section V TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OR CONDITIONS IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, WITH RESPECT TO THE COMPANY’S SERVICES, EXCEPT FOR THE WARRANTIES OR CONDITIONS PROVIDED WITH RESPECT TO PRODUCTS IN SECTION V BELOW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE MAY NOT APPLY TO YOU. The Company does not guarantee that:

1. The Services will be secure or available at any particular time or location—the Company shall not be liable for any delays, interruptions, or loss of data in connection with the use of the Site and Services;

2. Any errors for which the Company is responsible will be corrected;

The Services will always be free of viruses or other harmful materials; or
The results of using the Services will meet your expectations. You use the Services at your own risk.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY OTHER PARTY OF THE COMPANY SHALL BE LIABLE TO YOU OR YOUR CUSTOMERS FOR ANY LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF (I) WHETHER ANY OF THE FOREGOING DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND (IV) ANY SPECIFIC CIRCUMSTANCES OF YOU AND/OR YOUR CUSTOMERS. THE LIABILITY OF THE COMPANY AND THE COMPANY’S PARTIES WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICE THAT YOU PURCHASED OR USED THROUGH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Limited Warranty on Products

The Company warrants that, at the time of delivery of a Product to a user or the merchant’s Customer, the Product will not be materially defective or damaged (“Limited Warranty”).
This Limited Warranty does not cover any damage to or defect in a Product caused by any of the following: (i) you or third parties; (ii) any improper handling (including during shipping), use, or storage of the Product; (iii) any failure to follow any Product instructions; (iv) any modifications to the Product; (v) any unauthorized repair to the Product; (vi) any external causes such as accidents, fire, flood, “acts of God,” or other actions or events beyond the Company’s reasonable control; or (vii) any costs or expenses related to the loss of use of the Product or any other costs or expenses not covered by this Limited Warranty. This Limited Warranty does not cover any items supplied by third parties, size exchanges, or buyer’s remorse.
The Company cannot guarantee that the colors and details on the Site’s images are entirely accurate representations of a Product, and sizes might be approximations in some cases. Accordingly, this Limited Warranty does not cover such matters.

This Limited Warranty starts on the date of the delivery of the Product to the User or to the merchants’ Customer and lasts for thirty (30) days (“Warranty Period”). With respect to any materially defective or damaged Product, the Company will, in its sole discretion, either: (a) replace such Product (or the defective or damaged part of the Product) free of charge; or (b) refund the purchase price paid to the Company by the User or the merchant along with the shipping fees corresponding to the defective or damaged Products.

THE REMEDIES DESCRIBED IN THIS SECTION V ARE YOUR SOLE AND EXCLUSIVE REMEDIES (AND THE COMPANY’S ENTIRE LIABILITY) FOR ANY BREACH OF THIS LIMITED WARRANTY. THE COMPANY’S LIABILITY FOR A DEFECTIVE OR DAMAGED PRODUCT SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT RECEIVED BY THE COMPANY FOR THE PRODUCT, NOR SHALL THE COMPANY UNDER ANY CIRCUMSTANCES, TO THE FULLEST EXTENT PERMITTED BY LAW, BE LIABLE FOR ANY LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF (I) WHETHER ANY OF THE FOREGOING DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND (IV) ANY SPECIFIC CIRCUMSTANCES OF YOU AND/OR YOUR CUSTOMERS. THE LIABILITY OF THE COMPANY AND THE COMPANY’S PARTIES WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICE THAT YOU PURCHASED OR USED THROUGH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Responsibility of Site Members and Visitors

When using the Company’s Services, it is your responsibility to follow the Company’s policies. If you violate the Company’s policies, the Company may restrict or terminate your access to its Services.

Violation of this Agreement or any other rules will result in the termination of your account with the Company.

The Company and its designees shall have the right, but not the obligation, in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, the Company and its designees shall have the right to remove, block, and disable any Content. You agree that you must evaluate and, to the extent permitted by law, bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Company or submitted to the Company, including without limitation information in the Company’s collaborations, posts, and in all other parts of the Company’s Services.

Without limiting other remedies, the Company may limit, suspend, or terminate its Services and your account, prohibit access to its Site, delay, remove, block, or disable hosted Content, and take technical and legal steps to keep prevent your access to the Site if the Company believes you are creating problems, causing possible legal liabilities, breaching this Agreement, or acting inconsistently with the letter or spirit of its policies. The Company also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time. You are responsible for providing the Company with accurate and truthful information. If you have provided the Company with inaccurate or false information, (a) you shall be liable to the Company for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information, (b) you shall reimburse such damages and losses (including but not limited to taxes) to the Company, and (c) the Company shall have the right to charge you for such damages and losses (including but not limited to taxes) and otherwise limit or suspend your access to the Services.

Payments and Fees
To pay for the Company’s Services, you need a valid payment method (e.g., a credit card, PayPal) that you are authorized to use. All fees will be charged to your payment method. Note that you might need to reimburse the Company for any chargeback fees for returns that are not in compliance with the Company’s policies.

You may choose to save your billing information to use it for all future orders and charges associated with the Company’s Products and/or Services. In such case, you also acknowledge and agree that this information will be stored and processed by third party PCI DSS compliant service providers.

When you order a Product or use a Service that has a fee, you will be charged, and you agree to pay, the fees in effect at the time the order is placed. The Company may change its fees from time to time. The fees for the Products and the Services, if and as applicable, as well as any associated delivery costs will be indicated on the Site when you place an order or pay for the Service. The Company may choose to temporarily change the fees for its Services for promotional events or new Services, and such changes are effective when the Company post the temporary promotional event or new Service on the Site or informs you individually. The sale will be submitted for processing, and you will be charged as soon as you confirm it. You may then receive an e-mail from the Company.

By placing an order through the Site, you are confirming that you are legally entitled to use the means of payment tendered and, in the case of card payments, that you are either the cardholder or have the cardholder’s express permission to utilize the card to effect payment. In case of an unauthorized use of a payment method, you will be personally liable for, and shall reimburse the Company for, damages resulting from such unauthorized use.

With regard to payment methods, you represent to the Company that (i) the billing information you supply to us is true, correct, and complete, and (ii) to the best of your knowledge, charges incurred by you will be honored by your financial institution (including but not limited to credit card company) or payment service provider.

If you or your Customer makes any return which does not comply with the Company’s return policies, you will reimburse the Company for its losses.

The Company may refuse to process a transaction for any reason or refuse to provide Services to anyone at any time at its sole discretion. The Company will not be liable to you or any third party by reason of refusing or suspending any transaction after processing has begun.

You are responsible for paying all fees, payments, and applicable taxes associated with the Company’s Site and Services. After receiving your order, you may receive an e-mail from the Company with the details and description of the Products ordered. Payment of the total price plus taxes and delivery must be made in full before the dispatch of your Products.

Taxes

You are responsible for paying any applicable taxes to your local taxing authority, unless the Company informs you otherwise.

Aside from the limited circumstances set forth below, you are responsible for (and shall charge) all applicable taxes, such as but not limited to sales tax, VAT, GST, and others, and duties associated with the Products. In some states in the United States and countries, the Company may collect the applicable taxes from you as the seller and pay this to the relevant taxing authority. In certain cases, you are required to provide a valid exemption certificate.

Release

To the fullest extent permitted by law, you release the Company and all other Company Parties from any and all claims and demands, as well as any and all damages, losses, liabilities, judgments, costs, reasonable attorneys’ fees, and other expenses incurred or suffered by any Company Party, of every kind and nature, known and unknown, relating to or arising out of any right, claim, or matter (a) which is disclaimed by the Company (or for which the Company provides no guarantees) under this Agreement; or (b) for which the Company is otherwise indemnified or released by you under this Agreement.

Indemnity – Generally

To the fullest extent permitted by law, you will defend, indemnify, and hold the Company and the other Company Parties harmless from any claim or demand made by any third party (including, but not limited to, you Customer), as well as any and all damages, losses liabilities, judgments, costs, reasonable attorneys’ fees, and other expenses of every kind and nature, known and unknown, incurred or suffered by the Company Parties, relating to or arising out of (a) your breach of this Agreement; (b) your use of the Company’s Services; (c) your Content; (d) the infringement by your Content or use of the Company’s Services of a third party’s intellectual property or other rights; (e) your violation of any law or the rights of a third party; or (f) if you are a merchant, any claims related to products or items sold by you through the Company’s Services, including claims for misrepresentations by you to your Customers and claims for physical injury or property damage by any of your products or items that are warehoused for you by the Company. The Company reserves the right to handle its legal defense however it sees fit, even if you are indemnifying the Company, in which case you agree to cooperate with the Company so it can execute its strategy.

Governing Law

This Agreement, and all disputes and claims arising out of or in connection with this Agreement or its subject matter or formation, including non-contractual disputes and claims, are governed by the laws of the State of Georgia, without regard to its conflict of laws rules.

Arbitration and Jury Trial Waiver

Any legal dispute involving the Company’s Services will be resolved by arbitration according to the rules of this Section. By using the Company’s Services, you waive any rights to a jury trial or class actions.

“Dispute” means all disputes and claims arising out of or in connection with this Agreement or its subject matter or formation, including non-contractual disputes and claims, excluding only claims under the Limited Warranty. All Disputes shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Commercial Rules”) in effect at that time. The Rules are deemed to be incorporated by reference into this Agreement. The Federal Arbitration Act applies to this Agreement. The arbitration shall be administered by the AAA and shall be conducted by a sole arbitrator selected in accordance with the Commercial Rules unless otherwise mutually agreed by the parties. Unless the Company and you agree otherwise, any arbitration hearings will take place in Atlanta, Georgia. Judgment on any arbitration award may be entered and enforced by any court that has jurisdiction to do so. Any arbitration will take place on an individual basis, and neither the arbitrator nor AAA are empowered to conduct a class arbitration, class action, or to resolve claims of more than a single claimant in anything other than a single proceeding, unless both parties consent. You and the Company acknowledge that AAA may conclude that the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution may be more appropriate in certain cases. You and the Company agree to abide by the decision of the AAA as to the applicable rules in cases where a party may assert that the Commercial Rules are not appropriate.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND ABSOLUTELY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ANY AND ALL DISPUTES, AS DEFINED ABOVE. THIS JURY TRIAL WAIVER IS INTENTIONALLY MADE AS YOU AND THE COMPANY WOULD PREFER TO RESOLVE ALL DISPUTES, AS DEFINED ABOVE, AS PROVIDED BY THIS SECTION. THIS JURY TRIAL WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT. FURTHERMORE, YOU AND THE COMPANY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND ABSOLUTELY WAIVE ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER FORM OF JOINT DISPUTE RESOLUTION WITH OTHER PARTIES.

Also, notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

You and the Company shall each bear 50% of all fees and expenses of the AAA and the arbitrator except as otherwise provided by the Commercial Rules (or, if applicable, the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution). The arbitrator may award such fees and expenses of the AAA and the arbitrator, as well as other expenses and reasonable attorneys’ fees to a prevailing party consistent with the provisions of the Commercial Rules (or, if applicable, the Consumer Arbitration Rules or the Rules for the International Centre for Dispute Resolution).

Miscellaneous

Using the Company’s Services does not make you an agent, partner, or employee of the Company. The Company is not responsible for any violations of these terms it is out of the Company’s control.

No agency, partnership, joint venture, employee-employer, franchisee-franchisor relationship, etc. is intended or created by this Agreement.

The Company will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in the Company’s performance under this Agreement when such failure or delay is caused by or results from acts or circumstances beyond the Company’s reasonable control, such as any fire, flood, earthquake, governmental action, war, invasion or hostilities, national emergency, explosion, terrorist threat or act, riot or other civil unrest, insurrection, epidemic, lockout, strike, or other labor dispute (whether or not relating to the Company’s workforce), inability or delay in obtaining supplies, telecommunication breakdown, or power outage.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck from this Agreement and the remaining provisions shall continue to be enforced. In the Company’s sole discretion, it may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. The Company’s failure to act with respect to a breach by you or others does not waive the Company’s right to act with respect to subsequent or similar breaches. The Company does not guarantee that it will take action against all breaches of this Agreement.

The Company, at its own discretion, reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time, including the right to engage third-party manufacturing services to perform any Services.