• Reseller Resource Center
  • |
  • Register A Product
  • |
  • Contact Us
  • |
  • Language
Home    Terms and Conditions
Terms and Conditions

User Agreement

IMPORTANT—READ CAREFULLY:

This Website User’s Agreement is a legal contract between You (defined below)

and

SA International Inc.

            BY USING THIS WEBSITE, YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (DEFINED BELOW) AND ANY THIRD PARTY LICENCE AGREEMENTS REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, JURISDICTION, AND TERMINATION PROVISIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT MAKE ANY PURCHASES OR ENTER INTO ANY LICENCE AND EXIT NOW.           

Article I. Defined Terms:

1. Agreement means this End-User Licence Agreement, including any third-party licences appended hereto.

2. Collection means representations and/or copies of embodiments of trademarks, service marks, trade names, and copyrightable art works (either alone or in combination with representations or copies of other trademarks, service marks, trade names) made available via Download through this Website.

3.  Download or Downloaded means the obtaining of copies of any part of a Collection from the Website either by copying, streaming, digital delivery or
similar means.

4. Entity means any individual, partnership, joint venture, corporation, limited liability company, or the like.

5. Intellectual Property Rights means, by way of example, but not limited to, the following: rights in know-how, trademarks, copyrights, patents, patent applications (including reissues, renewals, continuations, continuations-in-part, or divisions of any patent or patent application), trade secrets, instructions, improvements, modifications, suggestions, proposals, programs, ideas, writings, and the like of any sort whatsoever, and any embodiment thereof including, but not limited to, computer programs, documentation, assembly and detailed drawings, plans, specifications, results of technical investigations and research, assembly, and parts manuals, artwork, software, programming, applets, scripts, designs, and any other proprietary information.

6. On-Line means communications by means of the Internet, World Wide Web, or a similar digital network.

7. Our, We, or Us refers to SAi.

8. Owner means any Entity who has the legal right to control the use, display, and copying, reproduction, or any other use of any Protectible Indicia.

9. Protectible Indicia means any trademark, trade name, service mark, or artwork which is provided in any Collection.

10. SAi means SA International Inc., a corporation of the State
of Pennsylvania.

11. Supplier means any Entity providing any good to SAi for sale or license through the Website and such Entity’s directors, officers, employees, agents, licensees, licensors, attorneys, independent contractors, providers, parents, subsidiaries,
and affiliates.



12. Website means a site having the URL of www.sign.com or any other website operated by or on behalf of SAi from time to time for the purposes set
forth herein.

13. You or Your refers to any Entity who accesses the Website and has agreed to all terms and conditions of this Agreement.

Article II. Purchase or Licence and Use of Protectible Indicia

1. You may review via the Website the Collection and may Download any part thereof subject to all restrictions herein and by paying the costs therefor as set forth on the Website.

2. You shall use any Downloaded Collection, or part thereof, solely in the creation, preparation, presentation, and distribution of signage upon which any part of the Collection may appear and only to the extent that the Owner expressly permits.

3. You agree not to attempt to make or distribute, any other copy of any part of a Collection except as expressly provided in the Agreement and/or on the Website.

4. You represent and warrant that:

(i)  any use by You of any Protectible Indicia shall be made only with prior authorisation of the Owner;

(ii) SAi assumes no obligation or responsibility for Your use of the Collection;

(iii)  the Collection is provided “as is” and no representation, warranty or licence has been made by SAi as to any right to use any Intellectual Property Right in the Collection, to the extent such can only be secured from the Owner;

(iv) You will not use any part of a Collection in any libel, slander, invasion of, the right of privacy or publicity, or any other similar right o any third
party; and

(v)  except as expressly permitted herein, You will not use, copy, Download, redesign, reconfigure, or retransmit anything from the Website without SAi’s prior express written permission.

5. You hereby indemnify, hold harmless, and shall defend (and pay any and all other expenses and attorney’s fees, in connection therewith) SAi, its Suppliers and their respective officers, directors, agents, and employees, from and against any and all liability, loss, claims, or actions arising out of (a)any alleged unauthorised use of any trademark, design, or copyright (not including any such trademark, design, or copyright provided in any Collection); and (b) any alleged libel or slander against, or invasion of, the right of privacy or publicity or any other similar right of any third party; and (c) any violation of any Intellectual Property Right. You further agree that You will cooperate as reasonably required and at Your own expense in any matter arising under this paragraph. SAi reserves the right to choose counsel at Your cost and You shall permit SAi to assume the exclusive defence and control of any matter subject to indemnification herein by You and You shall not, in any event, settle any claim or matter without the advance written consent by SAi.

6. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, photographs, music, sounds, images, software, videos, designs, typefaces, and other content that you may see or read on the Website are owned by SAi or belong to
the Owner. 

7. Violation of this Article may result in subjecting You to claims of copyright and/or trademark infringement and/or other civil and/or criminal liability as well as termination of further access to the Website.

Article III. Information You Provide

1. SAi may use technical or other information You provide to or which may be accessed by SAi through Your use of the Website. SAi may use such information for its business purposes, including for product support and development. You agree that all such information is provided without restriction and shall be deemed non-confidential. You grant SAi, its successors and assigns, a non-exclusive, royalty-free, worldwide, perpetual, irrevocable licence in the Intellectual Property Rights in such information, with the right to sublicence, use, copy, transmit, distribute, create derivative works of, to display and to perform the same.

Article IV. Termination

1. Without prejudice to any other rights and without liability to You, SAi may terminate the Agreement if You fail to comply with any of its terms and conditions or if you violate SAi’s “Acceptable Use Policy” which SAi may post from time to time at www.sign.com or such other location as SAI may determine in its discretion.

Article V. Governing Law and Jurisdiction

1. The Agreement shall be governed by the laws of Utah and jurisdiction for any dispute, except as expressly provided herein, shall be exclusively within any court within Utah the location of which may be chosen exclusively by SAi at its discretion.

Article VI. Disclaimer of Warranty

1. SAi AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT AND MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, INCLUDING, BUT NOT LIMITED TO RIGHTS IN INTELLECTUAL PROPERTY RIGHTS, AND MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

2. IN NO EVENT SHALL SAi OR ITS SUPPLIERS BE LIABLE TO YOU FOR LOST DATA, COST OF COVER OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF SAi HAS BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY.

3. These limitations apply even if SAi or an authorised dealer or distributor has been advised by You of the possibility of such damage.

4. SAi is not responsible for any typographical errors in the Website or any advertising or promotion in connection with either.

Article VII. Integration

1. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter within and supercedes all prior negotiations and agreements (whether written or oral) between the parties.


Article VIII. Definitions and Headings

1. The definitions provided herein are referred to herein by bold and italics throughout this Agreement. The definitions of such terms are understood to be applicable to both singular and plural uses of such defined terms.      

2. The article titles of this Agreement are inserted for convenience only and shall not be construed as limiting in any manner.

Article IX. Amendments 

1. No amendment or modification of this Agreement shall be valid or binding unless the same shall be made in writing and signed on behalf of each party.

Article X. Waiver

1. The failure to enforce any of the terms and conditions of this Agreement by SAi shall not be deemed a waiver of any other right or privilege under this Agreement or a waiver of the right to thereafter claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation.

2. In order for there to be a waiver of any term or condition of this Agreement, such waiver must be in writing and signed by the party making such waiver.

 


Article XI. Severability

1. If any provision of the Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. Without limiting the foregoing, it is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, indemnification or exclusion of damages or other remedies is intended by the parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that if any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages or other remedies set forth herein shall remain in effect.

Article XII. Attorney’s Fees

1. Should SAi prevail in any lawsuit, action, or proceeding in contract or in tort or otherwise arising out of or related to this Agreement, SAi shall be entitled to recover all of its costs and expenses including, without limitation, its reasonable attorneys’ fees incurred in connection with such lawsuit, action, or proceeding, including any appeal of such lawsuit, action, or proceeding.

Article XIII. Sales Across International Boundaries

1. As between the parties hereto, and in the sale and delivery of any goods, the United Nations Convention Related to the Sale of Goods shall not apply to any sale of goods deemed to arise under in this or any other agreement between the parties.

Article XIV. Arbitration      

1. Notwithstanding any term herein to the contrary, SAi may, in its sole and exclusive discretion, submit any dispute arising directly or indirectly under this Agreement, to be settled by arbitration by at least one (1) arbitrator. The arbitration shall be conducted in accordance with the rules for conducting arbitration as set forth by the arbitration organisation chosen by SAi which arbitration shall take place in a location chosen by SAi, in its sole and exclusive discretion. Each arbitrator shall (a) strictly apply Utah law; (b) the Federal Rules of Evidence; (c) the terms of this Agreement; and (d) shall have no power to strike, amend, or modify said terms. Any such proceeding shall, in SAi’s sole and exclusive discretion, be held in confidence by all parties and witnesses. The judgment or the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and there shall be no trial de novo. SAi, in its sole and exclusive discretion, may grant the arbitrator(s) equitable powers including the right to issue temporary restraining orders and preliminary injunctions.

Article XV. Assignments

1. You may not assign any of Your rights or obligations or
benefits hereunder.


Article XVI.   Waiver

1. The failure to enforce any of the terms and conditions of this Agreement by SAi shall not be deemed a waiver of any other right or privilege under this Agreement or a waiver of the right to thereafter claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation.

2. In order for there to be a waiver of any term or condition of this Agreement, such waiver must be in writing and signed by the party making such waiver.

Article XVII. Interpretation

1.  This Agreement shall be interpreted without regard to which party drafted this Agreement.

Article XVIII. Joint Venture

1. Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorised in writing by the party to be bound.

Scroll to Top