Placing an order with MegaGroup, Inc (hereafter referred to as “MegaGroup”) acknowledges that you (“Client” or “Customer”) have read and agreed to the following Terms & Conditions and that they shall be the sole terms and shall govern all business relationships and transactions, unless modified in writing and signed by authorized members of both parties. These terms and
conditions supersede all other agreements:
1. In the event that MegaGroup must commence a legal action against Customer for outstanding amounts due from Customer, or defend itself from legal action from Customer, MegaGroup shall be entitled to full reimbursement from Customer of all legal costs and expenses, including attorneys fees.
2. Customer agrees that this Agreement will be governed by the laws of the State of Oregon and further agree that they will submit to the jurisdiction of the state and/or federal courts located within the State of Oregon for the resolution of any dispute that may arise hereunder, which jurisdiction shall be exclusive.
3. Customer may not assign its obligation hereunder without MegaGroup prior written consent.
4. MegaGroup may at its sole discretion subcontract any or all parts of any orders it accepts, and all terms and conditions shall
apply to any subcontractor. MegaGroup may, at its discretion, refuse any order. MegaGroup has multiple offices and facilities and may  produce work from any office. Client communication is in writing and via email.
5. Customer shall be responsible for all sales tax, use tax, excise tax or any duties, governmental fees, royalties or third party fees.
6. PROOFING – MegaGroup warrants to its client that products manufactured for them will be in accordance with the proofing ordered by the client and listed on the order form. Softproof PDFs are the default proofing and come with the order. Standard Proofsets generally include a digital cmyk color matchprint for paper printing. Note that the standard matchprints provided for paper printing are cmyk/process colors on standard paper stock and will not represent special inks (such as pantone colors, metallics, etc.), finishes (such as matte, glossy, laminations, etc.), special paper stocks (uncoated, fiberboard, etc) paper weights / thickness, or effects (such as embossing, foil, spot gloss, etc.). Standard matchprints provide color proofing for up to 22pages of a book. Clients may request having a SPECIAL PRESS PROOF made to proof these features or view a final PRODUCTION PIECE (defined as one unit of final production) prior to project shipping which will allow them to verify all printing and assembly details.  TEST DISCS for certain types of discs (excludes bluray discs) can be ordered to review data content and play-ability. If the Customer bypasses proofs, Customer agrees that there will no refunds or redos for mistakes that could have been found on proofs.  Approval of proofs, bypassing/waiving proofs and/or optional press piece or production piece, means that client is satisfied with the current level of proofing they ordered and wishes to manufacture and ship the product.
7. PARTIAL SHIPMENTS – Clients may ask MegaGroup to do split shipping or ship a partial quantity ahead of the main order at additional shipping cost, but in doing so, client agrees that the product is acceptable to ship as is. Partial shipments ahead of the main order should not be used in lieu of proofing or a production piece.
8. SCHEDULE – MegaGroup will provide its services and delivery of any products on a best efforts basis. MegaGroup makes no guarantee or warranty as to delivery dates, and will not be liable if Customer’s desired shipping date or delivery date is not met.
9. LIMITED WARRANTY AND LIMITATION OF REMEDIES: MegaGroup guarantees that replicated discs will match client provided master disc, unless instructed by clients to alter data (i.e. authoring or premastering) and that discs are manufactured to ISO/Philips book standards. Test discs with data are provided for client proofing and testing. Manufacturing reports are available for verification purposes if requested. MegaGroup does not guarantee disc play-ability or suitability for particular application. Packaging is produced in accordance with the source media provided and the approved proofs.
In the event of defective product (defined as product with manufacturing defects), MegaGroup will repair or replace defective portions at its option. Client may be required to return defective product. This warranty does not apply to product failures resulting from accident, abuse, alteration, neglect, improper use or storage, or use with incompatible equipment or software. Customer shall retain source material copies, aside from what it sends to MegaGroup. In the event of loss of material for any reason, including negligence, MegaGroup shall be responsible for no more than the raw goods value and replace such items, at its option, in the event of loss or damage.
10. SHIPPING DAMAGE – In the event of product damaged in shipping, client may be asked to take photos to illustrate shipping
damage, or have inspection by shipping representative. In the event that Client has elected to use their own shipping account (not
recommended), MegaGroup will have no responsibility for shipping damages, losses, or delays.
11. TIMELY NOTIFICATION – Customer shall be required to inform MegaGroup, in writing, within seven (7) days of receipt of product, if it has any claims of defect or dispute, or the product shall be deemed accepted.
12. Repair or Replacement of defective or damaged items shall be the extent of the remedy MegaGroup shall be required to perform hereunder. THESE WARRANTIES ARE EXPRESSLY IN LIEU OF ALL WARRANTIES EXPRESSED OR
13. MegaGroup shall not be liable for, nor deemed to be in default, on account of any failure to perform services or deliver products, if such failure is due to any cause or condition beyond MegaGroup’s control, including but not limited to, acts of God, Force Majeure, war, disasters (such as pandemic, fire, storms, etc.), unavailability of material or equipment, labor problems, shipper caused issues, or delay by customs officials.
14. PAYMENTS & DELAYS- Projects are required to be fully paid before source media is processed. If a partial payment is allowed to start the order and provide templates or a mockup, the remainder payment is due when source material (artwork or media content files) is provided for processing. If the remainder payment is not made, the project is considered fulfilled with template or mockup generation. Projects with delays longer than 30 days will need to have costs reevaluated due to market volatility in material cost and shipping. Projects must not exceed one year in length. Retainers/Deposits made on a project expire after one year.
15. CANCELLATION – In event of cancellation of a manufacturing project, time, material and cancellation charges will apply. A credit may be issued at MegaGroup’s discretion to be used within one year.
16. CHANGES TO SOURCE MATERIAL – Submitting new material for printing or replicating will result in additional charges.
17. COPYRIGHT & CONTENT – Customer hereby grants MegaGroup the right to replicate the data and work supplied by the Customer onto any form of media. The Customer represents and warrants that it has the right and authority to have the data and artwork replicated onto a media without infringing any trademark, copyright, contract, property right, or third-party rights of any kind and that content does not contain obscene, treasonous, or material that threatens to harm an individual. MegaGroup will retain payment for an order if material is determined to be copyright infringing and products will be held until licensing is resolved, or destroyed, and authorities notified. Customer will indemnify and hold harmless MegaGroup and its partners, Employees, agents, subcontractors from any loss claim liability and expense including attorney’s fees and other litigation expenses, with respect to claims by third parties, that work supplied by Customer and replicated onto media infringes any copyright, trademark, proprietary right, or any other right of any third party. MegaGroup retains the rights to display and distribute in sample for work it has produced.
19. INTELLECTUAL RIGHTS – Customer shall retain title to the intellectual content on the provided media. MegaGroup retains the right to use of replicated media and packaging for promotion purposes.