Terms and Conditions of Services

Updated October 6, 2025

Applicability

These Terms and Conditions of Services set forth the terms under which Image Cube shall provide the printing and direct mail services described in the Schedule of Services (“Schedule”) executed by the parties.

Services Provided

Image Cube agrees to provide services to the Client in accordance with this Agreement, which establishes the framework under which each Schedule of Work will be executed. The terms and conditions herein are incorporated into each Schedule.

The Schedule shall, at a minimum, specify:

  1. a description of the services to be provided (the “Services”); and
  2. the payment to be made to Image Cube for the Services.

Either Party may submit a written change request (“Change Request”) at any time. Each Change Request must include:

  1. a description of the requested change;
  2. an assessment of its impact on price, delivery, and timelines; and
  3. a plan for implementing the change.

The receiving Party shall respond in writing within seven (7) days by accepting, rejecting (with reasons), or entering negotiations. Agreed changes and their impact on price/rate and schedule will be recorded as an “Amendment to Schedule of Services.”

In performing the Services, Image Cube may provide reports, documentation, products, or other deliverables (the “Work Delivered”). Client agrees to use the Work Delivered solely for its intended purpose per the applicable Schedule or other written agreement. Any use by the Client constitutes acceptance.

The Client shall facilitate timely performance by providing all necessary services, products, personnel, and data, including items specified in the Schedule.

Fees and Payment

Client agrees to pay all fees outlined in any executed Schedule. Invoices are payable upon receipt; Client is responsible for applicable taxes. Image Cube may suspend Services if any invoice remains unpaid after thirty (30) days. Quotes or estimates are informational until included in an executed Service Agreement. Client agrees to pay for actual Services at the specified rate.

Term and Termination

This Agreement commences on the date set forth in the Service Term and Commencement section.

Either Party may terminate at any time on thirty (30) days’ written notice. Upon termination, Client shall promptly pay all amounts due for Services performed prior to the effective termination date.

Assignment

No Schedule may be assigned by either Party without the prior written consent of the other Party, not to be unreasonably withheld or delayed. Any assignment in violation of this section is void.

Limitation of Liability

In no event shall Image Cube be liable to Client or any third party for special, indirect, incidental, punitive, contingent, or consequential damages arising from products produced at Client’s request, including loss of use, data, business, anticipated savings, profit, reputation, goodwill, or revenue, whether in contract, warranty, tort, product liability, or otherwise, and regardless of notice. This limitation does not apply to loss resulting from gross negligence, fraudulent conduct, or willful acts. Image Cube’s liability for breach shall not exceed the total cost of the invoice for services rendered.

Hold Harmless

Client shall indemnify, defend, and hold harmless Image Cube and its officers, personnel, owners, agents, employees, and contractors from any and all claims, demands, lawsuits, losses, injuries, or damages arising from Client’s omissions, acts, negligence, or willful misconduct under this Agreement.

Force Majeure

If performance is prevented, hindered, delayed, or made impracticable due to events beyond a Party’s control (each a “Force Majeure Event”), the affected Party is excused for the duration of the contingency and will use best efforts to overcome it. If such event continues for more than two (2) consecutive weeks, the other Party may terminate on written notice.

Waiver and Severability

Failure to exercise any right or obligation is not a waiver of further rights or obligations. If any provision is unenforceable, the remainder remains in full force and effect.

Confidential and Proprietary Information

All know-how, business, technical, and financial information obtained by a Receiving Party from a Disclosing Party is Confidential Information, if identified as confidential at disclosure or reasonably understood as such.

Except as necessary to perform obligations, the Receiving Party shall not use or disclose Confidential Information. Nondisclosure obligations do not apply to information that:

  • was known prior to receipt;
  • becomes public without breach;
  • is rightfully obtained from a third party without restriction;
  • is independently developed without access; or
  • must be disclosed by law, regulation, or court order.

Any templates, processes, or technical documentation provided by Image Cube are Image Cube’s confidential and proprietary information and may be used only for Client’s internal business purposes. Image Cube retains all rights.

Governing Law; Disputes; Arbitration; Attorney’s Fees

This Agreement is governed by California law. Disputes shall first be addressed amicably; if unresolved, they shall be settled by arbitration before mutually acceptable arbitrators under California rules. The arbitral award is final and binding.

Any litigation shall take place in state or federal courts in California. Except for payment claims, no action may be brought more than two (2) years after the cause of action arises. At either Party’s request, proceedings may be conducted in secrecy. Upon a final, non-appealable judgment, the prevailing Party is entitled to reasonable attorney’s fees and costs.

Complete Understanding

The Schedule of Services, Service Agreement, and these Terms and Conditions constitute the full and complete agreement between Image Cube and Client and supersede all prior or contemporaneous negotiations or agreements, written or oral, regarding the subject matter.

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