DEFINITIONS

• When used in these Terms and Conditions, the following terms shall have the following meanings:
• “Agreement” means the applicable Proposal, Confirming Sales Order, Invoice, and these Terms and Conditions, taken collectively.
• “COMPANY” means Express Badging Services, Inc. d.b.a. eXpress badging®.
• “Confirming Sales Order” or “order” means the document labeled as such that restates all of the agreed terms (Products and Services ordered by the CUSTOMER and prices paid or payable therefor), that includes these Terms and Conditions, and that is part of the Agreement.
• “Content” means all intellectual property, including all text and images and all associated rights, provided by the CUSTOMER or an End-User through the CUSTOMER and used to produce Products by the COMPANY.
• “CUSTOMER” means the person, firm, company, or organization agreeing to purchase Products and/or Services from the COMPANY.
• “End-User” means either CUSTOMER or CUSTOMER’s customer who uses the Products and/or Services when the CUSTOMER is a COMPANY-authorized reseller of the Products and Services.
• “Invoice” means the document labeled as such that describes the amounts payable by the CUSTOMER for the items (Products and/or Services) ordered under the Proposal and the Confirming Sales Order.
• “PII” is any personally identifiable information about an individual maintained by an agency (or company), including (1) any information that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information.Examples of PII include, but are not limited to:
  Names, such as full name, maiden name, mother‘s maiden name, or alias; Personal identification numbers, such as social security number (SSN), passport number, driver‘s license number, taxpayer identification number, or financial account or credit card number; Address information, such as street address or email address, personal characteristics, including photographic-image (especially of the face, or other identifying characteristics), fingerprints, handwriting, or other biometric data (e.g., retina scan, voice signature, facial geometry), information about an individual that is linked or linkable to one of the above (e.g., date of birth, place of birth, race, religion, weight, activities, geographical indicators, employment information, medical information, education information, financial information).
• “Products” and “Services” means the items sold by COMPANY and listed on every COMPANY Proposal, Confirming Sales Order, and Invoice.· Refer to our website for a comprehensive list of Products and Services visit https://expressbadging.com
• “Proposal” means the document labeled describes the Products and/or Services that the CUSTOMER has a desire to purchase from the COMPANY, and the applicable prices and payment terms, as well as additional information including, without limitation, contact names and addresses and a delivery address.
• For other industry definitions applicable to the Products and Services visit Badging Glossary

INVOICING AND PAYMENT

• Payment terms under this Agreement are stated in the Invoice, provided that if no payment terms are specified in the Invoice, the COMPANY’s standard payment terms shall apply. Such payment terms are prepaid (all amounts paid in full before shipment or delivery of any Products or Services).
• Extended Payment Terms: Extended payment terms are available upon approval by the COMPANY.
• The CUSTOMER must send an authorized Purchase Order (PO) via the email address specified on the Sales Order.
  • Alternatively, mailed to our stated address in the Contact Us form to the right of this page.
  • If an authorized PO is not available, the Proposal and related terms must be signed by an authorized representative of the CUSTOMER.
    • An officer’s signature is required if the order total is $5,000.00 or more.
  • Unless stated in the invoice, products ordered are invoiced upon the date of shipment or in advance.
  • COMPANY will invoice professional services upon completion.
  • Partial Product shipments will be invoiced until the completed order has shipped, unless otherwise indicated in an Invoice.

• Payment Terms: The following payment terms, when used in an Invoice, shall have the following meanings:
  • Orders over $10,000 paid for via credit card will have a 1.5% fee added.
  • All badge printing service orders over $25,000, where invoicing occurs after project completion, will require an upfront 50% deposit.
  • “Due Upon Receipt”—Payment must be received within five calendar days; no shipments will occur until paid and cleared by the bank.
  • “Net:10”—Payment must be received within ten calendar days from the invoice date. (NOT DATE OF RECEIPT)
  • “Net:30”—Payment must be received within 30 calendar days from the invoice date. (NOT DATE OF RECEIPT)
• Late Payment: Failure to meet the payment terms outlined in an Invoice shall require any future orders to be prepaid. Furthermore, a late payment fee of five percent (5%) of the unpaid amount is added to the invoice. The CUSTOMER shall pay any costs incurred by the COMPANY in collecting unpaid amounts, including, without limitation, reasonable attorneys’ fees and expenses.

ADDITIONAL WORK

• Change Orders and Statements of Work (SOWs)
  • Any work performed by COMPANY that falls outside the scope of the approved Proposal or Confirming Sales Order shall require
    • An amended and approved, or new documented and approved Sales Order
    • A written Statement of Work (SOW), or, if one already exists, an Amended SOW
    • Each applicable SOW/Amended SOW must:
      • Describe the additional work in detail
      • Specify all associated costs
      • Establish a prior and target completion schedule
• Approval Requirement
  • No additional work shall begin until
    • The updated or new Sales Order is approved by CUSTOMER.
    • An applicable SOW, or Amended SOW is approved in writing by CUSTOMER.
      • Verbal authorizations or informal communications shall not constitute approval.
• Costs of Additional Work
  • CUSTOMER shall be responsible for all costs, expenses, and fees associated with additional work as specified in the approved Sales Orders, SOW, or Amended SOW.
  • COMPANY reserves the right to withhold performance of additional work until compensation terms are confirmed and approved in writing or a revised or new CUSTOMER-issued purchase order is issued.
• Scheduling
  • Any additional work may require adjustments to the original project schedule.
  • A revised target schedule will be established in the SOW or Amended SOW and shall supersede the prior schedule to the extent of the added work.
• Customer’s Obligation to Request
  • CUSTOMER must request additional work at the time of project engagement or as soon as reasonably practicable once the need arises.
  • Delayed requests may result in rescheduling and additional fees.

PRICING

• Proposal
  • The prices listed in the Proposal are valid for 60 calendar days from the issue date stated, unless otherwise specified in the Proposal.
  • When a product becomes unavailable for any reason within 60 days, the company will substitute it with an equivalent product (if available), make any necessary adjustments to the pricing and terms, and advise the CUSTOMER via an updated proposal for approval.
  • Proposals are issued by the COMPANY, in writing, according to information furnished by CUSTOMER. The CUSTOMER shall remain solely liable for any errors or omissions in such information after approval.
• Tariffs, Duties, and Government-Imposed Costs:
  • Notwithstanding the 60-day validity period, CUSTOMER acknowledges and agrees that any new, modified, or increased tariffs, duties, customs fees, import/export restrictions, surcharges, or other government-imposed costs (collectively, “Governmental Costs”) enacted or taking effect after the date of the Proposal shall be the sole responsibility of the CUSTOMER.
  • COMPANY reserves the right to adjust pricing at any time to reflect such Governmental Costs, and CUSTOMER agrees to pay such adjusted amounts.
  • If CUSTOMER does not accept these adjustments, COMPANY will issue a revised Proposal reflecting the increased costs, and CUSTOMER’s written approval of such revised Proposal shall be required prior to order fulfillment or shipment.
• Other COMPANY Pricing :
  • Visit Payment Shipping Handling Policies

WARRANTY AND SUPPORT

• Hardware Warranty
  • Coverage begins on the shipment date from COMPANY (or COMPANY’s vendor, if applicable).
  • All hardware is covered solely under the manufacturer’s express warranty, which expires at the end of the manufacturer’s stated warranty period.
  • COMPANY provides no additional or different warranty coverage.
  • To the fullest extent permitted by applicable law, COMPANY expressly disclaims all express and implied warranties, including (without limitation) implied warranties of merchantability and fitness for a particular purpose.
• Warranty Claims
  • In case of hardware failure or malfunction covered under manufacturer’s warranty, CUSTOMER must:
    • Contact COMPANY, and
    • Follow COMPANY’s directions for the warranty repair process.
  • CUSTOMER is responsible for all applicable shipping charges for warranty return items.
• Technical Support (Standard)
  • COMPANY provides phone, remote access, and email support for one (1) year from the Invoice date for purchased items.
  • For details, see COMPANY’s Technical Support Policy  HERE
• Extended Support
  • After the initial one-year period, COMPANY offers Extended Warranty Programs for ongoing support.
  • Terms and pricing for Extended Support are available upon request.
  • Extended Warranty Program
• Dead-on-Arrival (“DOA”) Items
  • A hardware item is considered DOA if:
    • It is non-functional, in whole or in part, at first use, or
    • It fails to power on or perform as intended from the first use.
  • CUSTOMER obligations:
    • Notify COMPANY or the manufacturer within five (5) business days of receipt.
    • Attempt reasonable troubleshooting steps as directed by COMPANY or the manufacturer.
    • Obtain a Return Materials Authorization (RMA) before returning DOA items.
  • DOA items returned without RMA will not be accepted.
• Manufacturer’s Discretion
  • The manufacturer retains full discretion to repair or replace hardware (including DOA items).
  • COMPANY has no obligation to issue refunds, credits, or accept returns if the manufacturer declines such remedies.

• Software is provided under license from third-party licensors.
  • License terms are available upon request.
• Software warranty coverage:
  • Begins on the Invoice date,
  • Extends for one (1) year, and
  • Generally includes phone, remote access, and/or email support for software-related errors.
• Specific software may require:
  • Purchase of premium support, or
  • Direct support arrangements with the licensor.
  • COMPANY will inform CUSTOMER of such requirements when applicable.
• CUSTOMER must maintain accurate records of:
  • License numbers
  • Installation dates
  • Warranty expiration dates
  • Admin usernames and passwords
  • Invoices as proof of purchase
• Software Updates and Upgrades:
  • Updates and upgrades are controlled by the licensor, not COMPANY.
  • Availability may vary and may require additional fees, depending on the licensor’s policies.
  • CUSTOMER must consult the licensor’s warranty/update terms for details.

PRIVACY

• Secure Handling of PII

  • COMPANY ensures that all CUSTOMER-provided Personally Identifiable Information (PII) is stored securely.
  • Access to PII is limited to authorized personnel with a legitimate business need.
  • COMPANY employs industry-standard security controls to safeguard PII, including administrative, technical, and physical safeguards to prevent unauthorized access, use, disclosure, or destruction.

• Use and Disclosure of Customer Content

  • COMPANY will never make public or sell any CUSTOMER Content, including but not limited to data, photos, or badge designs.
  • COMPANY will not publish, disclose, or use CUSTOMER Content for advertising, marketing, or promotional purposes without CUSTOMER’s prior written approval.
  • CUSTOMER Content remains the property of the CUSTOMER at all times.

• Compliance with Laws and Regulations

  • COMPANY complies with all applicable state and federal laws concerning the collection, storage, processing, and use of PII, including but not limited to:
    • Florida Information Protection Act (FIPA),
    • Federal Trade Commission (FTC) privacy and data security standards, and
    • Applicable sector-specific rules, such as PCI (if applicable to payment data).
  • Where CUSTOMER is subject to stricter regulatory frameworks (e.g., HIPAA, GDPR, CCPA), COMPANY will cooperate in good faith to support compliance, consistent with COMPANY’s role as a vendor/service provider.

• Data Retention and Disposal

  • CUSTOMER-provided PII and related data are retained only as long as reasonably necessary to provide contracted services or as required by law.
  • Upon contract termination, expiration, or CUSTOMER’s written request, COMPANY will securely delete or return PII using methods aligned with industry standards (e.g., NIST SP 800-88 guidelines for media sanitization).

• Policy Reference

  • For additional information about COMPANY’s privacy practices, policies, and procedures — including data retention, secure deletion, and incident response protocols — please refer to COMPANY’s Contracting & Compliance knowledge base Index Page.

INTELLECTUAL PROPERTY AND INDEMNIFICATION

• Ownership and Use of Intellectual Property
  • All content, including but not limited to text, images, badge designs, data, logos, and other materials provided by CUSTOMER or End-User (“Content”), shall remain the sole property of the CUSTOMER or such End-User.
  • COMPANY shall not acquire any ownership rights, title, or interest in the Content, except as expressly provided herein.
  • CUSTOMER (or End-User through CUSTOMER) grants COMPANY a royalty-free, worldwide, transferable, and sub-licensable license to use the Content solely as necessary to:
    • Provide the contracted Services,
    • Process orders, and
    • Produce, ship, and support Products.
  • COMPANY will not use Content for any other purpose, including marketing or promotional use, without CUSTOMER’s prior written consent.

• Customer Content Warranty

  • CUSTOMER represents and warrants that all Content provided:
    •  Is owned or lawfully licensed by CUSTOMER or End-User,
    • Does not infringe upon or misappropriate any intellectual property rights of third parties, including copyrights, trademarks, patents, and trade secrets, and
    • Does not violate rights of privacy, publicity, or other personal rights.
  • CUSTOMER further represents that it has obtained all necessary permissions, licenses, or consents for COMPANY’s use of the Content as contemplated under this Agreement.

• Company Intellectual Property

  • All COMPANY-developed technology, software (including the Veonics® ecosystem and related applications), processes, trademarks, trade names, designs, patents (provisional or issued), copyrighted materials, know-how, and other intellectual property (collectively, “COMPANY IP”) are and shall remain the sole property of COMPANY.
  • Nothing in this Agreement grants CUSTOMER any ownership interest in COMPANY IP. CUSTOMER receives only a limited, non-exclusive, non-transferable, revocable license to use COMPANY IP strictly as required to access COMPANY’s Products and Services.

• Indemnification by Customer

  • CUSTOMER agrees to indemnify, defend, and hold harmless COMPANY, its owners, shareholders, directors, officers, managers, employees, representatives, agents, subsidiaries, affiliates, successors, business partners, and assigns (collectively, “COMPANY Indemnitees”) from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs of trial and appeal) arising from or related to:
    • Content provided by CUSTOMER or End-User, including claims of intellectual property infringement or misappropriation, and/or
    • Misuse, unauthorized use, resale, or misrepresentation of Products or Services by CUSTOMER or End-User.
  • This indemnification obligation shall survive termination or expiration of the Agreement.

• Limitation of COMPANY Liability for Content

  • COMPANY shall not be liable for any claims, damages, or losses arising from the Content provided by CUSTOMER or End-User.
  • CUSTOMER assumes all risk and responsibility for Content accuracy, legality, and compliance with applicable laws.

LIMITATION OF LIABILITY

• Maximum Liability

  • COMPANY’s liability to CUSTOMER for any claim or cause of action shall be limited to the lesser of $100,000 or the total amount payable by CUSTOMER under the Conforming Sales Order giving rise to such claim.
  • Organizations using the Veonics Portal Enterprise Sass model will be extended a maximum claim amount of 3X contract value, or a maximum value of $500,000.

• Exclusion of Damages

  • COMPANY shall not be liable for:
    • Lost revenues or profits
    • Downtime costs
    • Loss, corruption, or damage to data
    • Any indirect, incidental, special, consequential, or punitive damages
    • Whether arising in contract, tort, or otherwise, and whether or not COMPANY was advised such damages might occur

FORCE MAJEURE

• COMPANY shall not be liable for any delay or failure in performance caused by events beyond its reasonable control (“Force Majeure Events”), including but not limited to:
  • Acts of war, terrorism, or public enemies
  • Fire, flood, hurricanes, earthquakes, or other natural disasters
  • Labor shortages, strikes, or work stoppages
  • Governmental actions, embargoes, or restrictions
    • Pandemics, or other mass population healthcare declared shutdowns
  • Widespread utility or communication failures
• Performance shall be excused for the duration of the Force Majeure Event, and timelines extended accordingly.

MISCELLANEOUS

• Entire Agreement
  • This Agreement, including the Proposal, Confirming Sales Order, these Terms and Conditions, and any incorporated documents, constitutes the entire understanding between COMPANY and CUSTOMER.
  • It supersedes all prior communications, negotiations, or agreements relating to its subject matter.
  • Any modification must be in writing and signed by both parties.
• Independent Contractors
  • The parties are, and shall remain at all times, independent contractors.
  • Nothing herein creates a partnership, joint venture, or agency relationship between the parties.
• Assignment
  • Neither party may assign, transfer, or pledge this Agreement without the other’s prior written consent.
  • Any attempted assignment in violation of this clause shall be null, void, and without effect.
• Governing Law and Venue; Prevailing Party
  • This Agreement shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles.
  • Venue shall lie exclusively in the State Courts of Brevard County, Florida or the U.S. District Court for the Middle District of Florida, Orlando Division.
  • Each party waives any objection to jurisdiction or venue outside these courts.
  • The prevailing party in any dispute (whether or not litigation is filed) shall recover reasonable attorneys’ fees and costs, including those incurred in establishing the right to such fees and in calculating recoverable amounts.
• Waiver; Headings; Severability
  • Waiver of any breach or term shall not be deemed a continuing waiver of any subsequent breach or term.
  • Section and paragraph headings are for convenience only and have no interpretive effect.
  • If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect.
• Notices
  • Notices under this Agreement shall be sufficient if delivered personally or sent by certified mail, return receipt requested, to the address specified in the Confirming Sales Order (or such other address as designated in writing by the receiving party).
• Other Incorporated Terms
  • Additional relevant terms, including but not limited to Payment, Shipping and Handling Policies, and ID System Support Procedures, are incorporated by reference.